Resident Evil: Last Escape
by Chase Samson
Summary: The Arklay Incident is anything but old news. The terrible events of that July night have plagued Jill's memories. Now as she tries to leave Raccoon City, a new Tyrant seeker called the Nemesis arrives. Its mission: kill all S.T.A.R.S. members. With the help of Carlos Oliveira, will Jill be able to defeat the Nemesis? Or will she share the city's doomed fate? Read on!


DISCLAIMER: I DO NOT OWN ANY RESIDENT EVIL CHARACTERS, PLOTS, OR STORY LINES. FOR THE SAKE OF ENTERTAINMENT, THE CHARACTERS WILL BE USED TO CONVEY THE ORIGINAL STORY WITH SOME CONTEXTUAL TWISTS. I AIM TO PLEASE, AND I HOPE THE READERS ENJOY!

**RESIDENT EVIL: LAST ESCAPE**

**Prologue**

A month and a half have passed since the incident…

September has come, and the monsters have completely overtaken the city. The number of survivors wilts with each passing day. The bizarre events that occurred in the Arklay Mountains, the destruction of S.T.A.R.S., Umbrella's secret biological weapons laboratory hidden in an old mansion, the fearsome power of the t-Virus that turned humans and animals into unimaginable monsters. How could this have happened here? Why the people of Raccoon City?

When the reports first broke of "cannibals" in the Arklay Forest, they were quickly dismissed, due to the sheer absurdity of the claims. The evidence was there, though. The victims were eaten _alive_. However, when S.T.A.R.S. retold their experiences of powerful, biological weapons, zombies, and mutated creatures, the townsfolk, to say the least, were beyond skeptical.

Chris Redfield, one of the surviving members of S.T.A.R.S., left for Europe, long before the full details of what happened were revealed. For Raccoon City though, this revelation came far too late.

The strange disease, as the townsfolk would have it, started invading the quiet neighborhoods of Raccoon City. Inexplicable murders were occurring all around town. The reports of people dying were numerous. Claims of them not staying dead had everyone scared shitless. The people of Raccoon City had no clue what was going on.

But I did…

I knew it was only a matter of time.

The t-Virus was destroying the city…

The invisible plague snuck up silently, slowly turning the entire population into a city of Undead. Many of the townsfolk, cursed their luck. Some had fallen into deep denial, choosing to ignore the nightmare around them, as if it were just that.

The fate of Raccoon City had long been decided the moment the research on biological weapons had been conducted. The future of the town had been set in stone by Umbrella.

Within a matter of days, there wouldn't be a living soul left.

Raccoon City was damned to burn in hell…

**Chapter One**

I could no longer force myself to sleep through the cries of the infected. Their growing numbers would only make it next to impossible to leave now. With my own eyes, I've witnessed countless people turn into monsters. Glancing over at the calendar mounted over the dresser, September 28th stared back at me like an impudent child.

Thinking back to just a couple of months ago, I would have never imagined a horror like this coming down on Raccoon City. One moment, I was enjoying lunch at Emmy's diner with Chris and the other members of S.T.A.R.S., and the next, I found myself attacked in the Arklay Forest by creatures that were once Dobermans, but were something straight out of Satanic lore.

If the situation wasn't so dire, it might actually have been funny. To think that the existence of zombies was the farthest thing from my mind was made a stark reality when one of those "cannibals" tried to sink their teeth into me.

To this day, I still have nightmares that shake me to my bones. It shouldn't have been a surprise, given the circumstances, but if there was anyone to blame, it would be Umbrella and that spineless traitor, Albert Wesker. Because of him, many of the people in this proud town were nothing more than faceless monsters, searching aimlessly for their next meal.

Lying on the table in front of me was my M9 Beretta. Robert Kendo had designed it for all the S.T.A.R.S. members, dubbing it the "Samurai Edge." He certainly was one eccentric man, with an even wilder imagination.

I reached for it and pulled the slide back, chambering a round. The clawing of the infected against the doors downstairs of the Grady Inn was my cue to get going. I grabbed my slumped over boots and pulled them over my ankles. The coolness of the leather were one of the few pleasures I could still afford to enjoy.

I learned from my experiences with the infected that they grab any and everything, so to mitigate that, I chose to wore skin clinging clothes. I even cut my hair, just above shoulder length, to keep the infected from corralling it. Wearing nothing more than a tube top and leather skirt, I didn't leave much in the way for infected to get their hands on me. Staring at the blank TV set, it had been about six days since I last watched a live broadcast from within the city. It was safe to assume that the news team were roaming the streets with the rest of the Raccoon City population…

The lobby of the hotel was a blazing inferno, with dozens of infected coursing themselves through the wild fires, just to get to me. I made my way out through the back door, but there were plenty of infected blocking my path to the streets. Above me was the bottom rung of a fire escape ladder, so I jumped to grab it, pulling myself up. The infected were mindlessly reaching up for me, but I was already on the other side of the walkway.

Just below me was enough room for me to drop down and take off. Steadying my aim, I drilled two of the infected with shots through their viral brains, dropping them immediately. I never imagined that pulling the trigger so effortlessly on another human would be so easy. However, the infected were long past human, now.

Touching down on the slick pavement below, I turned up the street on Belmont Place, and streaked down a back alley, just before any of the infected could hear me. For Undead, their senses were still pretty sharp.

Just up ahead was the run down storage facility, used by many construction companies in the city. The entrance seemed like a mile away. As I reached it, I tried the handle.

It snapped off.

Just my luck.

Looking over my shoulder, I spotted more of the infected crowding the alley. There was no way to go through them now. My only escape was through this stubborn door. I threw my shoulder into it, and it gave only a little. The cries of the infected were getting louder. Closer.

I slammed my shoulder into the rusty metal door again, watching it give just a little more. I kept throwing my one hundred and fifteen pound frame into it, repeatedly, as I ignored the flaring pain in my shoulder.

The infected were still coming. Faster, this time.

I swallowed hard and took a small step back. The infected were just a few feet away, shuffling over each other down the crowded alley. With one last hoo-rah, I slammed my body into the door again, this time, creaking it open just enough for me to slip inside.

The rancid smell of death and decay invaded my mouth and nose, causing me to gag. As the infected were at arm's length, I slammed the door shut, and drove the emergency lock down into position. The clawing and banging on the door would give me a little time to gather myself and think. It should hold them enough for me to find a way out.

Click!

My heart felt like it had been stabbed with an ice pick. I immediately put my hands up. Despite the relative humidity on this September night, there was a chill that dug right between my shoulder blades.

"Don't shoot," I said calmly. "I'm still human."

There was a silence that boomed throughout. Whoever was behind me would have killed me by now if they knew for sure I was one of the infected.

"Jesus, lady!" I heard a tired, gruff voice say. "I almost took your goddamn head off!"

I slowly turned around, still with my hands up. My eyes fell upon a chubby man, by my estimation, in his late thirties. His sweaty hair was matted to his forehead, and even though he was a few feet away, he needed a shower bad. I noticed his hands were shaking badly, and his body was tense. One false step and he would shoot me from panic alone.

"Easy there. My name is Jill Valentine. I'm with the R.P.D.." I said. Keeping my hands up still, I took a small step closer, ignoring his distasteful body odor. "I'm not going to hurt you."

I watched his gun tremble in his hands a little while longer before he finally dropped it by his side. Taking in a deep breath, his tension eased a little, and he lowered his head.

"I'm...I'm very sorry," he said. He rubbed his meaty hand through his ragged mane, tiredly. "Just can't be too sure these days, you know?"

Lowering my hands slowly, I took another step forward. "I understand."

Raising his head back up, he scanned me up and down, his eyes lingering a little longer on my breasts before looking me in the eyes. "You don't look like a cop."

"There are thousands of undead roaming the streets. I don't think me not wearing a uniform is something you need to be worrying about."

"It's not something I'm worrying about it...it...it's just…"

"What?"

He opened his mouth to say something, but stopped himself. After a brief pause, he switched the gun from his right hand to the left, and extended his right. "Let's start over, huh? You said your name was Jill. Mine is Dario."

I narrowed my eyes slightly. "A pleasure to meet you, Dario," I said, "but there isn't much time for us to get acquainted. We need to get out of here."

The moment I said that, something in his eyes changed. The tension returned, and his hands started shaking again. "Get out of here? Where the hell would we go? You do realize that we wouldn't last a minute out there, right?"

"You've made it this long."

"Listen to me!" he snapped. "I lost my daughter out there on those streets! She was the only thing I had left before those fucking monsters took her away from me! How dare you tell me to go back out there!?"

I hadn't seen that one coming. "I...I'm sorry about your daughter. I really am, but there isn't anything we can do for her now."

His jawline was terse with emotion as he wiped a cold sweat from his forehead. "I'm not going anywhere. I'd rather starve to death in here, than to be eaten by one of those Undead monsters!"

On any other day, I would have classed this guy a coward, but sadly, I understood his plight. "Look, I'm not going to force you to come with me, but if you stay here, it's only a matter of time before the infected find their way to you."

Dario suddenly raised his weapon at me again. "I told you! I'm not leaving! Never! Just get away from me! Now!"

I took a few steps back, conceding all control to him. "Like I said, I won't force you. I'll leave now."

Behind him was a door that I knew led to Beaumont Avenue. Walking around him slowly, I made my way to the door, stealing one more glance at him before walking out. If he wanted to die a coward's death, then it was none of my business.

**Chapter Two**

Beaumont Avenue was surprisingly clear. Not completely void of Undead, but not so much that I had to find another way around. Blinded by the ambition of escaping the city, I had trouble coming up with a plan. Chris and Barry were away in Europe, leaving Rebecca and me behind. I hadn't seen or heard from Rebecca since she left the city a month ago. She said something about finding her friend, Billy Coen. The whole incident at the Arklay Mansion had left her pretty shaken, but seemed to find strength in this Billy guy.

One thing was for sure though: I had to get back to the R.P.D. building to retrieve my gear. There was just no way I'd make it on 9mm rounds alone.

After dropping a few of the infected along the way, I found myself walking through Raccoon City's shopping district. Mona's clothing boutique was my favorite place to shop. I might have been a cop, but I was a woman first.

The shopping district was heavily barricaded. The R.P.D. was essentially wiped out when they tried to take the infected head on. If they had listened to us from the beginning, there was a good chance that this disaster could have been averted. As I looked down at the hundreds of shell casings on the street, there was nothing but the sour taste of pity resting in the back of my throat.

I was only a couple of blocks away from Fission Street when I heard shots being fired. The shots seemed muffled, as if behind a door or wall. I turned around, studying the entrance to Black Jack, the local pub. I quickly ran for the door. It wasn't locked, but something was keeping it from opening.

Just like the storage facility, the door was jammed tightly. Getting this one open was easier, considering that there weren't any infected around. The gunshots rang again, louder this time. Once I made my way inside, I stumbled on whatever was blocking the door. As I looked down, it was the body of one of the infected, black, putrid blood oozing from a bullet to the head.

Looking around, I spotted several bodies of Undead, lying on the floor. At the bar was someone throwing back a shot of scorching whiskey. From their shape, I immediately knew it was a man, but the bright, blood stained flak jacket made me stop in my tracks.

"Brad? Is that you?" I said softly.

Brad Vickers, pilot of S.T.A.R.S. Alpha team, didn't turn around to acknowledge me. As I stepped over the fallen Undead, I couldn't help but notice how perfect the head shots were. Brad was _never_ that good of a shot.

I walked over to him, catching the dreaded thousand yard stare in his eyes. "It'll all be over soon," he mumbled.

"Just hang in there, Brad. Help has got to be on the way."

Brad spoke, but never moved his head to face me. "We're both gonna die, Jill. He's coming for us..."

_He? Who is he talking about?_

Brad took the bottle of whiskey and poured himself another shot. I watched him throw it back like a pro. All the years I'd know him, I never saw him drink alcohol. Ever. Yet, here he was, looking like he could pass for Barry's right hand man.

"Who's coming for us?"

After throwing back another shot, Brad slumped slightly on the stool. "Jill, there isn't going to be anyone to save us. Raccoon City is beyond saving now. Everyone is gone."

"Brad, this isn't time for games!" I snapped. "What the hell are you saying?"

In the amount of time it would take for me to blink, Brad had thrown the shot glass across the bar, smashing it against the backside wall. For the first time since finding him, he looked me in the eyes. Although his face was implacable, there was an incredible amount of fear in his eyes. "Look around you. The police weren't trained for this type of situation! Everyone on the force is dead, and it's only a matter of time before he comes for us!"

Brad had always been a habitual yellow-belly, so I couldn't even begin to understand how he felt now. This time, though, Brad's level of fear was something that I'd never seen, not even from him. "Who's coming for us?"

"You'll see what I'm talking about. He's coming for S.T.A.R.S. members! There's...there's no escape, Jill! We're as good as dead!"

Brad eased himself off the stool and walked over to the door I came through. Who the hell could have Brad this shaken?

"Where are you going?" I said as he reached the door.

There was a slight pause before he looked over his shoulder. "If I were you, I'd find a way to get the fuck out of Raccoon City before he finds you."

Brad walked out of Black Jack's, leaving me with more questions than answers.

Ennerdale Street was coming up, and I could see the police station through the graveyard of abandoned cars. The ground was extremely wet, due to the fire hydrant sprouting water nonstop like a geyser.

I figured once I got inside, I would grab my gear, and head out. When I stepped in front of the police station, I thought that maybe a feeling of nostalgia would come over me, but it didn't. In a sense, it was probably for the best.

Most of the police station was barricaded. Some of the windows were boarded up, while the others were obviously broken into. I made my way to walk to the front door when I heard the gate creak open behind me. Through the quiet of the night, the rusty gate's noise signature rattled every bone in my body.

Brad had came through, panic stricken. "Jill! Jill!"

I was going to him to keep him quiet, but out of nowhere, a big shadow loomed overhead before something crashed down on the ground in front of me. Brad's cries of fear were fading off into the distance because I couldn't get my eyes off what I was looking at.

Standing about nine feet tall, a creature in the shape of a man towered over Brad, cornering him. In my mind, I knew I should have helped, but my body froze. Every last muscle. All I could do was look on in horror.

The memories of the Tyrant B.O.W. that Chris and I faced back at the mansion lab pushed its way to the forefront of my mind. Wearing a black leather coat, this B.O.W. seemed extremely menacing from behind. It's milky eyes appeared to be scanning nothing, and everything, at the same time. It's skin was the same color of rotten potatoes. Two rows of teeth that seemed too large for even its giant mouth stared back at me, punctuated by how they were cemented in its bloody red gums. Sprouting from its arms were slimy tentacles. I cringed as I watched them wiggle around freely.

With its free hand, it grabbed Brad by the throat, and effortlessly picked him up. That tentacle stiffened and darted right _through_ Brad's face. There was nothing I could do at that point. I allowed my fear to get the best of me, and it caused me to let one of my own die.

Tossing Brad's body aside like dirty laundry, the creature then turned its attention to me. My eyes widened as I stared at its lipless grin.

"S.T.A.R.S.!"

Fear had its way of making one think what wasn't reality, but there was no denying that I heard this B.O.W., this creature, speak!

"S.T.A.R.S." I heard it say again as it skulked over to me. Each step made the ground beneath my feet shake. There was no way I could have been imagining it now. It's unintelligible voice did say the word S.T.A.R.S...

With impossible quickness, the creature ran over to me, taking a swing at my head with its massive fist. My body must have been on autopilot, because the next thing I knew, I instinctively rolled out of the way. Drawing the M9 from my boot, I squeezed a few rounds of handgun fire at it, but like the Tyrant, it shrugged them off like paper balls.

_This isn't good! How the hell am I supposed to beat this thing!_

The only chance I would have of downing this beast, short of miracle, was getting my gear. First, I had to make it inside the police station in one piece. I continued firing, waiting for the creature to come at me again.

One of those tentacles shot out of its arm, and the creature tried to come at me swinging it around. I ducked underneath its massive frame, and made a bee line for the door. To my surprise, the door was unlocked. When I turned around to see how close the monster was, the tentacle was stuck in the wall its momentum carried it to, giving me enough time to slip inside and lock the door.

**Chapter Three**

_What the hell was that thing!?_

My heart was racing a thousand miles a second. Whatever that was, none of the infected could hold a candle to it. I considered myself a pretty good shot, yet none of my rounds did any damage. I must have hit it in every possible weak point, and it came at me full throttle.

Once I was able to steady my breath, I got off my ass, listening out for the monster outside. It was pounding on the doors for the better part of the past five minutes. I silently thanked Chief Irons for fortifying the front entrance. With its strength, I knew it could get inside easily enough, but it hadn't. Otherwise, I'd be laying out in a pool of my own blood, right next to Brad.

The main lobby of the police station was barren. Not a soul in sight. What's more, it was dreadfully quiet. I didn't hear the cries of the infected echoing anywhere. I looked down at my hands, watching how much my M9 was shaking in them.

_Get a grip, Jill!_

I took another deep breath, then walked over to the Western Wing of the police station. Several of the doors were locked, but the rookie training center door wasn't. I turned the knob and stepped inside. The smell of rotted flesh lingered in the air. I found it rather sad that I had gotten used to it. Used to the smell of death…

The training center was a derelict. There was blood spattered everywhere. Bullet holes riddled the walls. A mini war zone broke out in here. The small office in the back belonged to Marvin Branagh. He was a bit of an annoying knucklehead, but an overall good cop. Chris always talked about him like a dog, but I knew deep down that he liked Marvin.

Unfortunately, the infected seemed to have liked him more.

Marvin's body was lying on the floor. A bullet hole stared back at me, dead center, from his forehead. My guess was that he had turned, and someone put him out of his misery. There were several bite marks on his neck and chest.

_Why do so many good people have to die because of Umbrella's arrogance?_

Searching his ammo belt, I found two magazines on him. I pocketed them, and left the training center. Going through the back door was a shorter path to the S.T.A.R.S. office. If everything went well, my gear should be right where I left it.

The trip to the S.T.A.R.S. office was uneventful, save for two infected civilians roaming the second floor. From the look of things, it looked as if someone had been here right before my arrival. The fallen Undead in the halls looked to have been recently dealt with.

Ignoring the number of bodies, I opened the door to the office. Relief set on my shoulders when I noticed that everything looked the same as when I had left it two weeks ago. Chris' desk was a magnificent mess. Barry's desk was a junkyard of gun parts, which made me smile a little.

I turned to the radio center and pulled out the bottom drawer. My bag was still where I stashed it. I opened it up to check the contents and for the first time in a while, I felt a bit at ease.

Spare ammo for my M9, a Colt Python that Barry gave me for my birthday, a first aid kit, and a S.T.A.R.S. issued grenade launcher, designed by Robert Kendo. This baby certainly packed a punch, and what I loved most about it was how compact the darn thing was. I zipped the bag up, and headed for the door.

Bleep! Bleep! Bleep!

I stopped in my tracks.

Bleep! Bleep! Bleep!

I knew that sound…

Turning around, the blinking red orb on the radio center was flaring brightly.

An incoming transmission.

I set the bag down on the floor and ran over to the radio. When I heard a voice battling the through static, I quickly picked up the receiver.

_"Hey! Is there anyone out there! If you can hear this message, please respond!"_

Nothing but static.

I thumbed the PTT button again. "Please respond!"

An eternity of silence passed. I was getting ready to declare the transmission a lost cause before I heard gunfire coming through the receiver. From the sound alone, I could tell it was a military grade automatic weapon. The chances of the person on the other end being a civilian were slim to none.

_"Our platoon is cut off,"_ a voice cut through the static. _"No...survivors found! This is...Carlos. I need...immediate evac! I repeat...I need immediate... evac!"_

Before I could press the PTT, the radio shorted. A slew of sparks flew from the receiver, making it utterly useless now. Whoever this Carlos was, he was probably beyond my help. I had no idea where he was, and didn't have the time to look for him.

Snatching my bag up from the floor, I exited the office and headed back downstairs. My window for escape was getting smaller with each passing minute. There was no more time to waste.

I had to pass the art gallery to get back downstairs. I never cared for the pieces that Chief Irons routinely bought, and I certainly didn't care now, but blood being smeared on them caught my attention as I was walking briskly to the staircase.

Crash!

An explosion of glass below rumbled up the stairs. It was too dark for me to see what it was, but my guess was that it was just another one of the infected forcing its way inside. As I reached the bottom rung, I was somewhat surprised to find nothing here.

_What could have caused that sound?_

I felt a spear of dread ride down between my shoulder blades as I stepped off the stairs. Something was horribly off. I could sense something nearby, but didn't know where.

"S.T.A.R.S.!"

The door to the armory burst open and there it was. The monster that killed Brad. Flexing its oversized muscles, it ran at me full force. Cornered, I did the only thing I could, which was hopping out the window. As I crossed the threshold, a piece of glass cut me on my arm. The cut was deep and distracted me long enough for the monster to close in on me.

A powerful, inhuman grip on the back of my neck, yanked me back inside. I fell to the floor and hit my head hard. The monster towered above me as I laid on the floor, flailing that tentacle. I'd seen that move once too many times already. Ignoring the pain in my head, I shot back up to my feet before the monster could make another move.

There wasn't much space between us, but it was enough for me to squeeze past it. The monster raised its hand up for another swing, and I ducked underneath. Now in the clear, I made a break for the armory. Through there, I could take a short cut through Marvin's office, back to the outside.

This monster was hot on my heels, though.

As I pumped my legs through numerous doors, the monster pursued me with no signs of relenting, bulldozing its way through every door I squeaked through, growling like a rabid wolf.

The main lobby was just one door away, but the monster was much faster than I expected. Faster than me, even. Nonetheless, I couldn't allow it to overtake me. I managed to get through the locked front entrance before it could catch up. Like before, it pounded on the doors trying to get to me after I had already gone through. I didn't waste any time circling back to the West Wing to grab my bag. Lying harmlessly on the ground outside the window, I picked it up and ran as fast as I could before that viral cultured freak could find me again.

**Chapter Four**

My throat felt as dry as sandpaper every time I sucked in some air. I ran as fast as I could for as long as I could, to get away from that monster. No matter what, it seemed that I couldn't get far enough.

Taking a moment to catch my breath, I needed to formulate an exit strategy. Now that I had my gear, I was in better defensive shape to take on whatever Undead monsters came my way. It was that menacing B.O.W. I was really nervous about, though. Even with these weapons, I didn't think it would make much of a difference.

Because most of the city was either on fire or cut off by log jammed cars and barricades, I had to circle around, taking the long way to Downtown Raccoon. From what I had heard, although it was the most dangerous place in the city, in terms of the number of infected, there was enough open road to steal a car and drive out of the city. However, as I approached the Downtown sector, the fire here was out of control. There was no way I could drive out without melting in the car.

The sheer number of corpses was depressing. Even the bodies of young children littered the streets. Some dying agonizing deaths. I tried to bury that feeling of despair deep inside me, but every time I witnessed the tragedy that had befallen Raccoon City, it would resurface with relentless vigor.

I took another deep breath and allowed a beat to pass inside my head. As I cleared it out, I heard a familiar sound.

Automatic gun fire.

Searching with my eyes and ears, I followed the sound to the corner of Hillman Place, where the Grill 13 restaurant stood. I'd only eaten there a handful of times, but the food was always good. I just hated that the local teenagers always used it as a hangout spot. I could never eat my barbecued rib sandwich in that place without some kid prancing around like an idiot.

About now though, I'd be happy to see an annoying, _human_ kid I couldn't stand.

Shaking the memory of a life long buried, I steadied my resolve and headed inside. As I opened the door, I was met by a crawling corpse, who in that instant, got its head blown off. In the distance, I caught a glimpse of a man hidden in the shadows of the kitchen. No way one of the infected could have fired a weapon, no less fire it accurately.

I raised my M9 towards the kitchen. "Who's back there? Show yourself!"

A beat passed.

Swallowing hard, I steadied myself closer towards the kitchen. Only the emergency lights were on, so visibility was low, but I knew someone was definitely back there. "This is your last chance! Show yourself!"

There was a shuffling sound that came from the kitchen. My fingers tensed on the trigger, but I didn't squeeze. A shadowy figure lurched out from the darkness, with their hands up in the air.

"Easy there, chica. I'm not a zombie. Want to check my pulse?"

He chuckled and dropped his weapon to his side. An M4 carbine. Definitely military grade. I was relieved. The tension in my body dissipated almost immediately. The man dressed in some kind of paramilitary gear, was grilling me with his million dollar smile. I didn't know why, but the way he looked at me made me _flush_.

"Who...who the hell are you?" I finally managed to say.

He smiled at me again. I felt my cheeks fill with blood. "My name is Carlos Oliveira. I'm a corporal with Umbrella's Countermeasure Service. Now who, I may ask, are you?"

The words hung there. "You work for Umbrella!?"

He narrowed his eyes at me as if he were taken aback. "Hey, I'm one of the good guys. Quit staring at me like that!"

I didn't realize I was looking at him any kind of way, but when he said he was with Umbrella, the gears in my head started moving at full speed.

"One of the good guys, huh?" I snickered. "Funny how you say that, considering that it's Umbrella's fault all of this shit happened in the first place!"

Carlos put his hand up, calmly. "Look, I know we're in a real fucked up situation, but don't take it out on me!"

"Why did Umbrella send you here? To clean up the mess?"

He took a defensive step back. "We were sent here to rescue civilians, but things really got out of hand once we landed. Most of my team got wiped out. There are only a few of us left!"

I shook my head tiredly. The handsome ones were _always_ good liars. With his chiseled physique and bronze skin, he made my body flush in places I didn't know I had places, despite the circumstances. But it was that accent that really got me. I could tell right way that he was from the South America region. I wanted to believe him, but my experiences with Umbrella left me a little short in the trust department.

"You still haven't told me your name, chica," he said. From the look on his face, I knew I'd blanked out for a moment.

"It's Jill," I said, "and don't call me chica."

He smiled deviously. "Ahh, you're a spicy one, huh? I could see you're no ordinary civvy."

"Oh really? How's so?"

"For starters, you're still alive," he chuckled, "but it's your body language that gives you away."

"My body language?" I really wasn't sure what he was insinuating.

"Yeah, your body language," he repeated. "You move like a cop."

I narrowed my eyes at him. "Seems Umbrella has you well trained, don't they?"

Despite the snideness of my comment, Carlos continued to smile. "I didn't always work for Umbrella."

A thought popped into my head. "You said that there were only a few of you guys left. Where's the rest of your team?"

Carlos pointed over his shoulder with his thumb. "Bunkered down inside of Central Street station. It was one of the only places we could hide that wasn't overrun with the muerto viviente."

"Muerto viviente? Hmm, is that how you say Undead in Spanish?" I said with a smile.

_Damn you for making me smile at a time like this!_

"It sure is, ch...I mean, Jill," he said. "Listen, if you believe me, and want to get out of the city alive, join us. You stand a much better chance with us than you do out here by yourself."

"You may be right, but I still don't trust you. How do I know that you won't put a bullet in my head the first chance you get?"

He paused for a moment. "You don't," he said with another variation of his sly smirk. "Besides, what good would it do me to kill you?"

Either he was really good at playing dumb, or he really didn't know that I was a member of S.T.A.R.S.. If Umbrella put a price on our heads, it would have been no surprise to me that they would sent out hired mercenaries to clean their hands of S.T.A.R.S., once and for all.

I didn't trust him, but I was hoping it was the latter.

Crash!

The front entrance to the restaurant collapsed. When I heard those dreaded heavy footsteps, followed by that low, guttural growl, I knew I'd been found for sure.

Carlos grabbed me by the arm and yanked me down to the kitchen floor. "What the fuck is that thing!?" he said in a hushed whisper.

The look on his face told me that he was clueless. "You really don't know, do you?"

He looked at me incredulously. "Do you _really_ want to play twenty-one questions now!?"

His off handed answer was actually refreshing. With Umbrella's Tyrant hot on my ass, he found a way to ease my tension with his sense of humor.

"S.T.A.R.S.!"

Time to put up or shut up.

If I didn't find a way to take this monster down, it would just continue to keep coming after me.

"S.T.A.R.S.!"

Looking towards the back of the kitchen, I spotted the fuel line for the oven. I ripped it from the wall, letting the gas settle in the room. I looked over at Carlos, who had his back pinned against the nearby wall, clutching his rifle.

"Carlos, come over here, quickly," I whispered.

He pushed off from the wall and came over to me by the oven. By this point, I could clearly see the monster's impassive build towering over the service counter. It couldn't see me in the dark, but it knew I was here.

"Make a break for the back door. I'll cover you," I said.

"What? Are you-,"

I cupped his mouth with my hand. "Do it!"

Carlos reluctantly nodded his head. He got up and slowly made his way towards the back.

"S.T.A.R.S.!"

The monster's roar filled all the air space inside of the restaurant. As it cleared the threshold, I slowly eased my way towards the back door. As the monster continued to move forward, I drew the M9 from my boot, and aimed for the gas line. With one round, I was able to ignite the entire kitchen into fiery chaos.

I covered my ears and closed my eyes. The heat of the explosion flew over me in waves as I ducked behind a fallen over table. After one loud roar, I heard a louder thud. When I looked over the table, the monster was on the floor, face down and unmoving.

Carlos came back into the kitchen, spotting the fallen monster. "I think all you've managed to do is make it mad. Let's get the hell out of here before it wakes up!"

Carlos didn't have to tell me twice.

**Chapter Five**

The Raccoon City Press had been ransacked by a wave of infected, but the building was clear now. Clear enough where I could catch my breath and think. Carlos followed me, looking back over his shoulder every ten seconds or so, to make sure that monster wasn't following us.

As we hunkered down inside, I rested my bag down on the floor and sat next to it. Pulling out the first aid kit, I grabbed some disinfectant and cleaned my wound. I winced from the sting. I always hated that part. I was ready to apply a clean bandage when Carlos sat next to me, a warm look in his eyes.

"Hey, let me help you with that."

I was ready to object, but he moved before I could utter a word.

With the gentlest of touches, Carlos held my wrist and thumbed over my wound, sucking his teeth. "You've got to be more careful, Jill," he playfully said. "How did this happen?"

"Tall, dark, and handsome."

Deep from inside of him erupted a boisterous laugh. He cupped his own mouth with his hand, but he was still cackling like a kid. "That's a pretty nice way of putting it. You have any idea what that thing is?"

"It sure as hell isn't here for a date," I said pointedly. I didn't really want to talk about the monster, so I quickly switched topics. "Let me ask you something."

"Shoot," he replied.

"How does a crafty, resourceful guy like you get caught up in the world of Umbrella Corporation?"

"I don't really know what your beef with them is, but they pay me more than well enough to provide for my family back home. When the sun sets, that's all that matters."

"You can't possibly be this blind! Look around you! Umbrella is the cause of all of this!"

Carlos shrugged as he tightened my bandage. "So what do you want me to do? Bite the hand that feeds me?"

_Is he fucking serious right now?_

"Have you watched the news any?" I said, irritated.

"Enough of it."

I closed my eyes and took a deep breath. "You're right. I am a cop. I was with the S.T.A.R.S. unit of the R.P.D.. Two months ago, there was an incident-,"

"At the Arklay Estate, right?" he abruptly said. "Listen, Jill. I know all about the craziness at the mansion. When I do happen to catch the news, it's the only thing that comes on."

"Then why the hell are you dicking around with me?"

He smiled mischievously. "Because I'm curious to see how you look when you're mad."

Despite myself, I smiled back. Carlos surely had an unusual charm. "This is a serious matter, Carlos. The world could be in danger if the t-Virus spreads anymore than it has."

He seemed stumped. "t-Virus?"

"You've never heard of it?"

Carlos shook his head. "Command never mentioned anything about any virus. My orders were simply to rescue civilians. I swear."

I was finding it more difficult to distrust him. Even though he worked for Umbrella, when I thought about what I knew about the corporation, he didn't seem to fit the billing. Nonetheless, I still had to keep him at an arm's length.

"If you don't know about the t-Virus, then what exactly were you briefed on?"

"I was told that there was some kind of drug, making anyone who took it go crazy, and that we had to evacuate the remaining citizens from the drop zone, but things got bad the moment we landed."

"What went wrong?"

Carlos ran a hand through his slicked back mane. "Where do I start? Once we got to the drop zone, my platoon was immediately overwhelmed. We had no idea what we were up against until it was too late."

"You mean Umbrella forgot to mention that you were going on a suicide mission, right?"

The words hung there. I could see it in his eyes. "I don't know what your deal is, but whether you like it or not, we're in this together."

"I suppose your command forgot to mention to you the details of what happened at the Arklay Estate," I snidely said. "They didn't tell you about the fucked up experiments that they were conducting there. The same experiments that have left almost everyone in Raccoon City infected with the t-Virus. Those monsters we've been trying to survive against? That's all Umbrella's doing."

"I'm just a hired gun, lady. Umbrella brought me on board because I don't ask questions, and I know how to kill. Not proud of it, but where I come from, it's the only way to protect my family."

"I didn't mean to make you out to be a bad guy," I said apologetically. "I just have a lot of bad history with Umbrella."

A whistle escaped his lips. "I guess it's no wonder why you're still alive, and the rest of the R.P.D. isn't."

"The R.P.D. wasn't ready for this. No one was."

Carlos slowly got his feet, looking down at me with those powerful dark eyes. "Look, I'm going to head back Downtown. You should come with me."

I shook my head. "I've managed to make it this far on my own. I think I'll be all right."

"Don't be ridiculous, Jill. You've got that freaky monster on your tail. You can't take that thing on by yourself!"

Dammit…

Carlos made a good point. I didn't like my chances against that thing. This wasn't the time to be proud. If I really wanted to get the hell out of the city, I needed all the help I could get. Even if it came from someone I didn't completely trust.

The trip Downtown proved to be extremely dangerous. The streets were completely overrun with infected. Lonsdale Yard was a shortcut through the city to get Downtown, but when we got there, the number of infected was too great. Forced to double back, we ended up taking the long way, shooting our way down Fleming Avenue.

From what I'd observed since the outbreak, the bigger streets only drew more infected, so taking the back streets was our safest bet. I also instructed Carlos on the fastest, most efficient way to deal with the Undead.

Aim for the head at _all_ times...

To my surprise, Central Street Station was heavily barricaded. When we got there, it felt good to get a much needed breather without the threat of Undead howling down my back.

Inside of Central Street station was one of Raccoon City's old cable cars, used mainly as a tourist attraction during the summers. When I was younger, my dad would often take me on rides on this very car. As the pleasant feelings swelled my chest amidst the nightmare, the door to the car slid open, and I was faced with a man who looked more dead in the eyes than the infected.

"Oliveira," he said with a sharp tongue. Judging by his accent, he had to be somewhere from Eastern Europe. Maybe the Ukraine or Russia. "Who is this woman?"

He spoke to Carlos as if I wasn't standing there. "This is Jill," he said, thumbing me over his shoulder.

The other guy, who I assumed to have been Carlos' superior officer, looked at me again with cold, gray eyes. He had to have been in his fifties, but seemed to be in great physical shape. Built like a panzer tank. Even his flawless head of white hair seemed fitting.

I just couldn't shake those eyes of his…

He waved us in quickly, scanning the street. "Hurry. Get inside."

Carlos hopped up into the car, then turn around and extended his hand. I quickly took it, and he easily hoisted me inside. The inside of the car was cool and comfortable. Red leather benches occupied either side of the car, as the old hardwood was still glimmering from its last polish. As I started to settle inside, I heard someone cough on the far side. The lighting inside wasn't great, but I could tell there was someone lying down on the bench.

The bench was drenched with blood.

"Is...is someone injured back there?" I said.

The white haired man blocked my line of sight with his broad shoulders. "Don't worry about him. He'll be fine."

"What? That guy is bleeding to death! He needs medical attention!"

"That's not your concern."

I felt a hand rest on my shoulder. Carlos had a solemn expression on his face. "Just let it go, Jill."

"But,-"

He shook his head and squeezed a little bit on my shoulder. "Just let it go," he said in a low tone.

I looked back at his superior officer and his implacable face sent a shiver down my back. There was something really off about him. I couldn't place it, but whatever it was, even Carlos seemed put off.

"How did a girl like you survive this long on your own?" I hated the fact that he asked me that in such a condescending tone.

I had half a mind to just ignore him, but I couldn't allow him to think he was going to bully me. "You're not dealing with your common civvy. I'm a member of S.T.A.R.S.."

"I see," he said, rubbing his chin thoughtfully. "It's unfortunate that your colleagues were unprepared for such a situation. We could have used the extra firepower."

I was only half listening to this guy as I walked over to the injured man. As I approached him, I immediately noticed how badly he was bleeding.

He'd been clutching his stomach, trying to staunch the blood. I gently moved his hand aside. This man had been shot in the gut, not bitten or scratched. If he kept bleeding like this, he would not survive.

Carlos walked over to me, with half a smile on his face. "So, have you decided to join us? Judging by the way things look out there, I don't think there are anymore survivors."

"No! We can't trust her!" his comrade hollered. His milky skin was a beet red now.

Carlos looked over to him, a dubious fury in his eyes. "Listen to me, Nicholai! We need her help. Our unit is down to me, you, and Mikhail. Look at him," he said, pointing at the injured solider. "He's hurt bad. If we don't trust her to help us, we won't be walking away from this mission!"

To say that I was a little surprised by Carlos defending me was an understatement. He didn't have to, but he put his own ass on the line for me.

I wouldn't forget that.

Nicholai stared at Carlos blankly, then sighed. "Fine. She can stay. We could use the extra arms since Mikhail is hurt." He then sat on the opposite bench and pulled out a map, laying it out across the seat. "If she's going to be sticking around, then she must know what the plan is."

"You guys have a plan?"

"Yes," he briskly said. "We are moving to the clock tower, which is the designated landing zone for the extraction chopper. Once we get there, the helicopter will sweep in and pick us up."

"You're talking about the Saint Michael clock tower? That place is way on the other side of town. We'd never make it."

"I agree with her," Carlos added. "That's way too much ground for us to cover on foot."

"If we were going on foot, I understand how that could be a problem."

"What do you mean?" I said.

Nicholai placed his broad finger on the clock tower and formed a circle around it. "The biggest problem we're facing is that we are cut off from the landing zone by the fire. By using this cable car, we can navigate ourselves through it. We can also use it as a moving shield, to get us through the worst areas."

"Hmm," Carlos said. "That seems like a pretty good idea to me. So what's the hold up?"

"That's where our second problem arises. Unfortunately, this cable car is an old fashioned design, and needs to constantly be maintained. Based on the inventory I've taken, we'll need cable, a fuse, and some machine oil. Apparently, someone has taken the liberty of removing those items. If we do not find them, we'll have no choice but to take our chances on foot."

I didn't like the sound of that idea.

"Whatever you guys need, I'll go get it," I said.

Carlos turned to face me. "Jill, are you crazy? You're gonna get yourself killed!"

"I know this town better than any of you. I know exactly where to find the items we need."

"Well, if you're going, I'm coming with you," Carlos said emphatically. "I'm not letting you go out there alone."

"I'll be fine, Carlos. Just stay here and look after Mikhail."

Carlos slowly shook his head, but didn't say anything. There wasn't anything he could have said anyway. I was slowly learning to trust him, especially after he stood up for me.

The jury was still out on Nicholai.

**Chapter Six**

In order for me to commandeer the stuff we needed for the cable car, I'd have to make a trip back Uptown to the Raccoon City sales office. It was the only place I was sure to find supplies.

The biggest reason for that was because is was one of the more heavily infected areas of the city. Nonetheless, it was a gamble I was better pulling off alone. The last thing I would need was to have to put Carlos in unnecessary danger.

I didn't know why I was thinking about him as much as I was. I'd only met him a couple hours ago. Despite his infallible charm, I could see that he was a passionate man. Qualities I found myself gravitating towards as our time together went on. With all the death and despair I'd witnessed, I just wouldn't be able to shake off losing him…

The trip to the sales office was a doozy. At every corner, I scanned the streets, looking for anything out of the ordinary. Especially nine foot tall monsters wearing, long leather coats with tentacles coming out of their arms.

Even though I made Carlos stay behind, he was insistent on me taking his assault rifle. For his own peace of mind, I took it. I was banking on finding some ammo at the sales office as well. Whatever ammo I used, I would replace with what I found there.

Because of the heavy populace of infected roaming the streets, I had to take the long way Uptown. Once I got to the sales office, I spotted two creatures "guarding" the front entrance that I hadn't seen before. Somewhat of a mix between a man and some kind of bug, their appearance was grotesque, at best.

They had wings, but they looked too small for them to be able to fly, but what really got my attention were the mandibles on each of their faces. They were oozing some strange green saliva that I could smell from where I was. I quietly circled around them as I stepped into the front doorway. As I eased my way inside, I could sense that they hadn't spotted me.

First phase of the plan was a go.

"Noooo!"

What? Somebody's here!

I ran in the direction of the voice, but I was stifled by my own legs when a loud gunshot knifed through the office.

As I entered, I spotted someone, leaning over the body of another. When I got a better look, my jaw almost hit the floor.

"Nicholai? What are you doing here?"

He barely acknowledged my presence. In his hands was some weird laptop computer, which he was using to input data of some sort. "I didn't trust that you would return, so I took matters into my own hands."

"Way to flatter a girl," I said. The growing pool of blood snapped me back. The guy he'd shot was wearing the same uniform as he and Carlos.

"Why'd you kill him? He was one of your men!"

"He left me no choice," he flatly replied, eyes still glued to the laptop. "He was bitten. It was only a matter of time before he would transform."

"But...he was still _conscious_."

"Don't be naive! You know as well as I that it is just easier this way. It would take far less ammunition to kill him now than later."

I didn't believe a word he said. Nicholai was up to something. I didn't see any bites on him...

"What's the computer for?"

He paused for a second. "I'm collecting data on the effects of the t-Virus, and filing them back to command."

His words struck a chord with me. "How do you know about the t-Virus?"

He looked up at me from the laptop with his cold eyes. "I am a senior officer with Umbrella. It is important that I know all the details."

I found it strange that he would know about the t-Virus, but not Carlos...

"Fine. I'm going to get the supplies from the back, and then we'll head back.

"Just hurry up."

The storage room for the sales office was locked with a simple lock. Simple enough where I could work my magic with my lock pick. After getting the door open, I scrambled to the back of the room. It was wider than it was long, but there were plenty of goods here. Food, medical supplies, auto parts. Everything.

I quickly grabbed a high voltage fuse, along with the motor oil. I felt panicky because things were going too easy, so I moved like the wind. My med kit didn't have much inside outside of one suture and a few bandages, and I had used the last of the antiseptic. I made sure to take some more goodies before I left.

On the far wall, next to the gardening equipment, was a six foot jump cable. The contacts were still glimmering with newness. I removed it from its perch and stuck in the bag.

"Arrrgggggghhhh!"

My head swiveled towards the door.

Was that Nicholai?

It had to be. He was the only one out there. Suddenly, I felt my palms get sweaty and legs slack. Once I got my raging heart to steady in my chest, that was when I heard it…

The song of the infected...

If they came through and ambushed Nicholai, he was as good as dead. Grabbing the bag of supplies, I scanned the room, but cursed my luck when I realized there weren't any windows.

Shit!

That meant having to go back through the front. The cries of the infected were growing louder and more desolate. I slowly eased my way back to the door, but about a dozen of the infected came barreling through, climbing all over each other to get to me.

To my disappointment, I wasn't able to find any ammo, and I sure as hell didn't have enough to get through this wave of Undead.

I had to think fast…

The infected were coursing through the narrow doorway and I was backed against the wall with no way out. As the wave of infected closed in, my eyes locked on the steam pipes lining the wall. They were used to regulate the temperature of this room.

Now, it would be my ticket out of here.

Setting the sights of my M9 on one of the pipes, I squeezed the trigger, and sent a round right into it. Within moments, the violent concentrations of mist cut down the infected.

By my count, about fifteen infected were scolded into oblivion, but I could hear more of them shuffling outside in the main office. Once the last one dropped, I ran past their bodies, trying not to slip on the black blood oozing out on the floor.

As I stepped through the threshold, I quickly looked for Nicholai's body, but saw no trace.

_He couldn't have possibly gotten away, could he?_

The scratching of Undead claws on the walls forced me to make a break for the exit. Luckily, most of the Undead were on the other side of the office, giving me enough space to make it through. I readied the M4, knowing I would have to deal with those strange, bug like creatures outside.

As I reached for the door knob, I took a deep breath, allowing my body to fully relax, before kicking the door open. One of the mutants was perched behind the door, but I floored it with the impact of my kick. The other one was about six feet away, which gave me enough room to plug a few rounds into the downed one.

Once it was dead, it's body seemed to melt away into a horrible smelling green slime. Much like those creatures from the lab in the Arklay Mountains.

_The ones that killed Richard..._

I quickly shook the torrid memory, and raised the rifle to take aim at the other mutant. Its mandibles were flexing angrily, drooling more of that green slime. The wings on its back fluttered like paper in the wind before it attacked. As it launched itself in the air, I steadied my aim, locked on, and squeezed the trigger.

The rifle rounds tore the mutant to shreds. Its body hit the floor like a wet rag, before melting away into goo.

The smell was so bad I could taste it…

**Chapter Seven**

My biggest concern came true. I was afraid that by firing the M4, I was going to draw the infected to me. As I left the sales office, waves of Undead filtered through the streets. Some with missing patches of skin, some lipless. The main common feature were those dead, milky eyes. I shuddered at the thought of me becoming one of them.

I ran down Hendrix Terrace, hoping to get back to Lonsdale Yard without having to take the long way around. Judging by how much ammo I'd used already, I wasn't going to make it going back the way I came. As I approached the corner of Hendrix, a group of about six infected had "flanked" me from the other side. I quickly rolled over the hood of a crash stopped Sedan, and ran the other way.

It could have been the nature of my predicament, but the infected seemed to be faster and stronger than the ones back in the Arklay Mountains. They were far quicker than they were fast, but in a corner, that quickness was all it would take to overwhelm me.

The street lights up above flickered in and out, casting a dubious shadow of darkness as I ran down Hendrix Street. It was the widest street in the Uptown area, so as long as I steered clear of the edges, I could make it back without a hitch.

As I continued pumping my legs, I stole a glance over my shoulder. The infected were gaining on me. They're relentless persistence would never betray them. I couldn't say the same for my stamina. The eastern entrance to Lonsdale Yard was fast approaching, so I sent my body into overdrive.

The entrance was a quick makeshift, erected last minute as a means to limit the movement of the infected through the safer parts of the city. A sturdy fence, bound from top to bottom with razor wire, was the only thing in the way between freedom and death.

The ravenous growls of the infected were getting louder. I willed myself to reach the gate, and once I got there, I picked the lock on the door and slipped inside. Before I could re-lock it, one of the infected crashed into the gate.

At one time, this Undead was a woman. A fading tattoo of a star was barely recognizable on its neck. Bloody blonde hair matted to its head as it snapped its jaws like a rabid dog. As it opened its mouth, the rancidness of its breath made my knees buckle some. I thought by now I'd have gotten used to the stench, but I was only disillusioning myself.

The others joined it by the gate, trying to claw their way through the mesh, but they got caught in the barbs, effectively sticking themselves there, permanently.

The stench of Undead breath was still lingering in my mouth. It was truly the most horrible thing I could ever wish to taste. More so than that tobacco chew that Barry loved so much. He'd chew on it like it was jerky. Still, I'd gladly do that than to have another one of the infected breathe on me again.

Lonsdale Yard was still brimming with Undead. Circling back to Fleming Avenue, I quietly navigated myself around the infected. It was a miracle that I was able to make it back, with more of them wandering the streets.

I slipped inside of Central Street station and knocked on the door to the cable car. A few moments later, I was greeted by the warm smile of Carlos.

"I was beginning to worry that you wouldn't make it," he said, helping me up into the car. "It's been almost three hours."

"I ran into a lot of traffic out there."

He looked outside of the window. "They're starting to get restless. It's only a matter of time before they make their way here."

"Carlos, I've got something to tell you..."

He turned from the window, staring at me expectantly. "What is it, Jill?"

"Nicholai...won't be joining us," I sighed. I didn't know the guy well, but I didn't wish that end on him. Even if he was an asshole.

"I understand," Carlos replied. There was little emotion in his response.

I shouldn't have been entirely surprised, but I found myself feeling that way. They were all just mercenaries. Hired guns used to do Umbrella's dirty work. No real attachments to men he didn't know. However, I didn't utter a word.

"Were you able to find everything we need for the cable car?" he said, pointing at the bag over my shoulder.

"Yup. It was a bitch to get it here, though."

His face lit up in another smile. It made me feel warm inside. There was no more denying the level of attraction I had for this man…

"That's awesome." He reached over my shoulder and eased the bag off. The faint smell of foreign cologne lingered on his person as the side of his arm softly grazed my cheek. "I'll fix up the cable car and get it running. Look after Mikhail for me, will you?"

For a mercenary, Carlos was very mild mannered. I should have expected as much from a man whose accommodations were relatively meager. It made him all the more appealing to me.

As I walked towards Mikhail, I touched my face where Carlos' arm gently nicked me. The touch of his skin was minute, but the sensation I felt was _intense_.

Trying to survive against the Undead didn't leave me much time to get laid. Once we got out of here, I would take the liberty of showing Mr. Oliveira just how much I appreciated him…

Mikhail's blood pressure was slowly improving, but he was still very weak. After I had staunched his wounds, I was happy to have at least gotten the bleeding to stop. Now he was peacefully resting, thanks to a painkiller induced sleep.

Carlos' back was turned to me as he continued to work on the cable car. In the low light, the sight of his muscles tensing and flexing made my heart flutter. I needed to do something to get my mind off sex.

"How long do you think it would take for us to reach the clock tower in this thing?"

"It all depends on how much Undead traffic there is outside," he replied softly, over his shoulder. "I'd say about an hour."

"Will the chopper be there when we arrive?"

"I'll radio command once we get halfway there."

This cable car, despite its age, was pretty fast. However, it was that same speed that always caused for it to be heavily maintained. I wasn't even certain that we'd make it there in these conditions. The fire was only getting worse, not to mention nearly sixty-thousand infected locking down the streets.

"Ahh! I got it!" Carlos said.

I walked over to him, taking a glance at his handiwork. "It looks good to me."

"It wasn't anything I couldn't handle. I'll go up ahead and operate the cable car."

"I'm coming with you," I said.

Carlos shrugged. "That's cool with me. Let's go."

I followed him into the next car, where the controls were. Taking only a moment to familiarize himself with the setup, Carlos activated the car and pushed the drive lever up. There was a tiny rumble from beneath the car, but then we started slowly moving.

"So far, so good," Carlos said.

As we eased out of Central Street station, we both spotted a group of infected straight ahead. As the cable car picked up speed, it smashed into the Undead, crushing their dilapidated bodies on the tracks.

"Look's like this ride is going to get a little bumpy," I said. "Too bad this things doesn't have any seat belts!"

Carlos looked over at me, at the most ease I've seen him. Needless to say, I felt the same. "Next stop. Saint Michael's Tower!"

**Chapter Eight**

Setting the cable car on cruise control, Carlos sat on the floor with his back leaned up against the wall. He'd just radioed command to alert the helicopter pilot of our approach. Once he put the radio back on his holster, he let go a sigh of relief.

"In about twenty minutes, we'll be free of this nightmare. The first thing I'm going to do when I get out of here is get me a big, fat, juicy steak," he said, licking his lips hungrily.

"I just want to take a shower. Get this horrible smell off me."

He stared at me for a moment, but didn't say anything. _I wondered what he might have been thinking…_

At forty miles per hour, it was almost a sure bet that none of the infected would be able to catch up to us on foot. Along the way, we'd gotten through some pretty intense fires, but the cable car held up nicely. We even trampled about two dozen Undead along the way. The sickening crunch of infected bodies was eerily pleasant.

"Hey, Jill. Can I ask you something?"

Carlos' sudden outburst caught me off guard. "Sure. What's on your mind?"

"What made you want to become a police officer?"

"My father was a cop. He was the only family I had. I figured it would a good way to keep some semblance of tradition in the family, you know?"

Carlos nodded. "I understand. From what I've seen, I'm sure your dad is very proud."

I shrugged. "I guess."

"Where is he now?"

I looked into Carlos' eyes. He seemed genuinely interested in the answer. "Dead."

"Oh...I'm sorry to hear that."

I half smiled at him. "Don't be."

Carlos looked out the window, staring blankly. Something must have clicked in his head as he turned back to face me. "I just thought of something."

"What?"

"I might be over thinking it a bit, but if you're one of Umbrella's enemies, I hope the pilot doesn't give you a hard time."

I hadn't thought of that. "Use your charm," I said softly. "Convince him that I'm anyone but Jill Valentine."

He smiled as his gaze locked on to me. "This might seem a bit off base, but why do I get the feeling that you weren't always a cop?"

"When we get out of here, maybe I'll fill in the blank spots of my life story."

Judging by the look on his face, he seemed to like that idea. "I'm going to hold you to that."

In the corner of my eye, I spotted something large looming closer. It was the clock tower. The tower was the highest building in the city, and it was one of the few places that hadn't been destroyed by the outbreak. I got up and walked over to door coupling the cars.

"I'll be right back. I'm going to check on Mikhail."

Carlos looked at me blankly before nodding. I pulled the handle and slid the door. Mikhail was still laying down, but now, he was conscious. I saw his head peer up, searching for the sound of the foot steps. I knelt down and took his bloodied hand in mine, giving it a gentle squeeze.

"How are you feeling?"

"Not as bad as I look," he replied with an uneasy smile. His accent was even thicker than Nicholai's, I noticed. "Thank you...for what you've done."

"The only way we're going to make it through this is if we stick together. We'll arrive at Saint Michael's tower pretty soon. A chopper is coming to rescue us."

Mikhail laughed, but it pained him to do so. "Where is Nicholai?"

"He...he didn't make it."

Mikhail had the same unconcerned look that Carlos did. "That's unfortunate. Nicholai was a good soldier."

I shook my head. "Not to mention a bit of a prick."

A blood curdled cough rumbled its way through Mikhail's throat as he laughed again. I went to assist him, but he squeezed my hand tightly. "You have done enough for me. I'll be fine."

"I hope there is some water at the clock tower. You've lost a lot of blood."

Mikhail stared into my eyes, blankly. The fierce blue mirrored my own eyes. I never thought about how intense they could be until I saw them on someone else.

"You remind me of my daughter, Lidiya. Your smiles are almost identical."

I felt his grip slipping. He was losing consciousness again. "How old is your daughter?"

"She...she is seventeen, now. I haven't seen her in a few years, though."

There was a underlying sadness that came out with his voice. "I'm sure she's thinking of you twice as much as you are her," I said, giving his hand a gentle squeeze.

"I...I just wish," he coughed, "I could see her one last time…"

"Easy there, Mikhail. Try to rest up."

Mikhail's body was still weak, but he was in better shape than before. He still needed some fluids to rehydrate his body. Although we all needed water, he needed it the most.

"We'll finish up this conversation later, okay? I'm going to see how much closer we are."

He released my hand, and smiled at me weakly as I walked back towards the sliding door. In his condition, I hoped that we would get out of Raccoon City soon enough so that he could see his daughter again.

"We're about five minutes away," Carlos said. "I hope there's some rations on that chopper."

"Tell me about it," I added. The clock tower was coming. Freedom so close I could reach out and touch it…

Crash!

The entire car rocked violently on the tracks. I fell to the floor, but I used my hands to break my fall.

"What was that?" said an alarmed Carlos.

"I'll go check it out. You stay here and keep the cable car on course!"

He stared at me with reluctant eyes, but he knew I didn't know how to operate the cable car. Drawing my M9, I quickly walked into the next car. As I slid the door open, I felt something paw at my leg. I drew my weapon, ready to fire, but paused. It wasn't one of the infected. Or a mutant.

It was Mikhail, leaning up on the wall, pressing on his wounds.

"S.T.A.R.S.!"

My eyes grew wide. From the shadows, the giant monster lurked into the dim light, coming for me and Mikhail.

_How did it find me?_

With strength from out of nowhere, I felt Mikhail's powerful grip on my arm, pulling me behind him. He was now on his feet, a steely determination in his eyes.

"Jill, get out of here! Now!"

I broke free of his grip as the monster advanced on us. "Mikhail, don't!"

"Go! Now!"

The monster was stalking us, like prey. It was in no rush to get me. It knew it had me cornered. "I'll hold him off for as long as I can, but you must go!"

He turned to look me in the eyes for only a second, but in that time, I'd seen nothing but resolution. He was making his last stand. Without another word, I turned and exited the car. That was when the monster roared in a fury. The sound of Mikhail's M4 rifle on full auto was trumped only by his screams of pain.

I hurried over to Carlos, who had a frenzied look in his eyes. "Fuck me! The brakes are out and I can't stop the car!"

"We've got bigger problems on our hands!"

He looked back towards the door, not realizing that the monster had found its way onboard. "We're almost at the tower. If we jump out, we can still make it there on foot."

I looked over at the odometer. The needle was resting right at sixty miles per hour. "Are you crazy!? We'll be skid to death if we do that!"

"What do you suggest then, because I'm all out of ideas!"

Boom!

The cable car rocked again. More violently this time. The rear car had been blown in half by some incredible force. There was no sign of Mikhail, or the monster.

I didn't have much time to think about what just happened. Mikhail had blown him and that monster to hell, plain and simple. I looked around the car, looking for anything that could help, when I spotted the choke chain dangling over the corner of the dashboard.

"There!" I said, pointing at it. "That's got to be the emergency brake!"

Carlos' eyes widened. "What are you waiting for!? Tire de la mierda!"

I reached for the chain and yanked it. The cable car jerked forward. These brakes weren't made to stop the car at this speed, and I could feel the car flipping over on end.

Carlos gripped the lever trying to reel back. The veins in his arms tensed as hard as his muscles. "Hold on, Jill!"

**Chapter Nine**

_September 28th...Night_

_The monsters at Umbrella have destroyed the city. Not a soul remains. Raccoon City has been transformed into a valley of death. I wish to escape this madness with my life, my sanity. I have to continue to fight. The number of monsters grows with each passing day. It's only a matter of time before all of humanity is exterminated by their own mindless creations._

_The countless dangers I have faced to get this point are nothing compared to what I will encounter next. I am alive, but for how much longer? How much fight do I have left in me?_

_Quitting now would be the easy way out. Turning the barrel of my own gun to my head would be sweet bliss, but then who would carry on the fight? Too many lives are at stake, and I cannot let Umbrella win. Not this way. Not on their terms._

_My journey has also taught me that I'm not alone. With help from friends, together, humanity can overcome its own hubris. I just need to be able to show us the way…_

Plumes of smoke invaded my lungs, a cough jump starting my body back into consciousness. I looked up and my vision was a messy blur. My head was pounding, and my body ached miserably.

But I was still alive.

Getting my hands beneath me, I muscled my way back to my feet. My legs felt shredded. I could barely stand. The mercurial taste of blood danced in my mouth. I spit some out on the ground. Somewhere between the cable car and my loss of consciousness, I had bitten my tongue, and it hurt like a bitch.

Ignoring the pain, I fought with my body to walk. Looking around, I spotted the mangled remains of the cable car, slammed into the side of the clock tower. All things considered, any crash I could walk away from was a good one.

My pulsing brain left me disoriented. It wouldn't have surprised me if I had a concussion. I needed a moment to rest. Several moments, actually.

The side entrance to the tower hid a door in its overlay of shadows. I steadied myself towards it, each step more difficult than the last. Fire surrounded me, and through the fire, I heard the muffled cries of the infected, trying to climb through the flames.

I had to move faster now.

Getting my legs firmly beneath me, I hurriedly went for the door, opened it, and pulled it closed. The infected didn't have it all there to turn doorknobs. They were big time dummies.

Very _dangerous_ dummies, but dummies no less.

The inside of the tower was dark. I could barely see my nose in front of my face. I needed to find someplace to rest for a moment, but I needed to be in a secure place.

Using the walls as a guide, I steadily directed myself to the closest thing to light I saw. Down what I presumed to be a hall, was the warm glow of candle light. I didn't hear anything out of the ordinary, but I still managed to keep a tight grip on my M9. The light was more inviting as I got closer. The faint smell of pine hung in the air. Around the corner of the wall was a tidy game room. The overlay of soft lighting made this room look comfortable. Comfortable enough to sleep in…

There was a sudden thump that came from the adjacent hall. It too was cast in never ending darkness. I steadied my aim at the entrance, but felt my arms getting weaker. The sound of slow footsteps were getting closer.

_Hold it together!_

My breath was becoming more ragged with each exhale. Escaping from certain death came with a price. Every bone in my body felt like they'd been shattered into a thousand pieces. I didn't know how this was going to play out, but I wasn't going to be taken down by the Undead.

A shadowy figure rolled out onto the floor, just a few feet away from me. My reflexes were slow to track it, but theirs were much sharper.

"Jill! You okay?"

I had a hard time seeing the person. My vision was still pretty blurry, but the voice was familiar. Friendly, even.

My knees instantly turned to jello, and my body collapsed to the floor. The cool hardwood conjured up a refreshing sensation against my bare skin. I felt a hand slide underneath my head, and tilt it up.

"Jill," the voice repeated. It's me! Snap out of it!"

"Ca...Carlos...you...made it…"

"Jesus Christ, Jill! Are you all right?" I felt him thumb my temple gently.

"I...I just need to rest…"

I felt my body get fixed into a sitting position. Carlos cupped my face in his hand. "Here, drink this."

Carlos had given me some water. Ice cold at that. Where did he find it?

The glacial liquid ran down my throat, easing some of the pain I felt all throughout my joints and bones. The fatigue in ever muscle. The pain of every memory.

My eyes slowly opened, my focus sharpening. I was able to make out Carlos' worrisome face. He smiled when I came to.

"I'm glad you're okay," he said. "We had a pretty nasty crash."

I leaned back a little, able to sit up on my own. "What the hell happened? I...I can't remember."

"You were sent flying through the windshield," he said solemnly. "I thought...I thought you were a goner…" He gently touched my temple, my body reflexively wincing. "You're bleeding."

"I hadn't noticed," I said flatly.

"Maybe I can find something around here to patch you up."

Carlos hadn't spoken like a soldier. Or an Umbrella mercenary. For the first time, he spoke as a man who cared about me.

"I appreciate you coming for me," I said. I smiled at him, even though it hurt to do so. "We both managed to survive, so that's all that matters."

Carlos grimaced as he edged closer to me. "We've had a rough go of it, but we can rest now."

As much as I liked hearing that, I knew that it was far from the truth. With that invincible B.O.W. out there, I couldn't stop. Couldn't rest. I needed to keep going. "There's no rest for the wicked, Carlos. We can't stop now."

He looked at me tiredly, but knew I was right. "So what do we do?"

A good question…

"I think my bag of weapons is still inside the cable car. We're going to need it if we're going to move forward."

Carlos nodded his head emphatically. "Stay right here. I'll go get it."

He slowly eased his way up to his feet, tightening the grip on his M4. I watched him disappear into the darkness, the door opening and closing behind him. As I sat there with my head against the wall, the darkness soon overtook me as well…

**Chapter Ten**

The sound of thunder flooded my ears. My body stiffened, snapping to attention. As I looked around, I realized that it was raining hard outside. What's more, I had fallen asleep. I had no idea how long I had been out, but my body didn't feel as weak as it did before. Still, the grumblings of an empty stomach tore through my chest.

_Where the hell am I going to find food?_

As I got back on my feet, I stretched my legs out, working the kinks of muscle fatigue out of them. There was no sign of a helicopter in the sky anywhere when I looked outside. I felt something on the side of my head. I raised a hand to touch it, and felt a bandage.

That was when I remembered…

_Where's Carlos?_

Last I recalled, he went out to get my bag of weapons. When the cable car crashed, they were still on board, but he hadn't returned yet. Guilt laden dread weighed down on my mind. What if he had gotten killed by the Undead? Or worse...that monster in the black coat…

Armed with just my Beretta, I didn't even have a spare ammo clip to defend myself. Checking the magazine, I counted only ten rounds remaining, including the one in the chamber. Our reasoning for coming here was to have the extraction chopper get us, but in this rain, I would think that Umbrella's command would consider what remained of the U.B.C.S. a lost cause.

Whatever the case, right now, I had to find Carlos.

The inside of the clock tower looked nothing like where I was. Bodies of U.B.C.S. soldiers littered the place. I was getting a bad feeling about it all. Their presence here was beyond alarming. It made me worry even more about Carlos. What if whatever got them, got him, too?

I shook my head, shaking the thoughts out of my head, too. Carlos was alive. I could feel it in my stomach.

The place was so vast. I didn't even know where to begin. I crossed over a gigantic showroom, amazed by how relatively untouched it was. The floors still glimmered with tranquil newness. The clack of my boots echoed to the highest rung of the tower's showroom. I had to find a way to get to the top of the tower. Maybe send out a flare to alert the chopper.

I hoped it was still on its way.

I climbed the staircase in the middle of the showroom. Just above me, I heard what sounded like crude heartbeats. At least three by my estimation. I climbed the stairs, each step gingerly taken, when something fell down in front of me from the ceiling. Despite its size, it made hardly a sound when it touched down. I jumped back, staring at the crimson red eyes of a giant spider, or Web Spinners, as Chris would call them. I was all too familiar with this eight legged mutation. The Arklay mansion was crawling with them.

Like the infected, though, they weren't too sharp.

I rolled on past it, it's reflexes hindered by its size increase. I plugged two rounds into its head, obliterating it into a pulpy mass of yellow gunk. Scaling the walls were two more of them, but they were a good fifteen feet away. From here, I could easily pick them off before they could become a threat.

Bang! Bang!

Bang! Bang!

My M9 silenced them for good. Six rounds in, I had only four left. I spotted a bright red door on the far side of the upper floor, but first, I made my way back downstairs. Searching every mercenary's corpse, I pilfered whatever ammo I could from them. I was pleased to find six magazines for the M9, as well as an MP5 submachine gun, fully loaded.

Judging by the blank expression on his face, this poor bastard never saw his death coming...

Locked and loaded, I hurried back up the stairs, and pushed my way through that red door. The rain was still coming down pretty hard, but the overpass caught most of it. On the other side was a metal ladder that led up. As I got to the end of the overpass, I looked up, spotting an opening near the top of the tower. The climb was a doozy, but I had to know what was up there.

Placing one foot at a time on a rung, I slowly steadied myself up, gritting my teeth. I didn't dare look down. When I reached the top, I pulled myself up and crawled into the opening. Inside was the bell to the tower. I was half expecting there to be a huge hammer for me to bang the bell with, I was somewhat disappointed.

The gong of the bell was actually operated by a gear system. When I hit the button to activate it, nothing happened. I hit it again. Same result.

I circled around the bell, searching for the mechanism that made it work. It was hidden underneath a metal canopy marked DO NOT TOUCH. I pulled the canopy open, immediately realizing that one of the gears was missing.

Who would remove it?

The thought made no sense to me. But I didn't have time to think about how much sense it didn't make. If I wanted to draw the chopper to this location, I would have to find that missing gear.

**Chapter Eleven**

I navigated the entire tower for about an hour, finding no clue to the gear's location. Most of the rooms were devoid of enemies, which made exploring the place easier. I searched the entire upstairs, finding nothing. With one section of the tower remaining, if I didn't find the gear there, I would have to find another way to signal the chopper.

I was getting more worried about Carlos. There was no trace of him or even where he'd been. It was like he just upped and left, but I knew he was here. Someplace close by. My stomach was grumbling loudly. I laughed a bit to myself, wondering if the sounds of my belly would alert the Undead.

I just hoped it remained a sick joke in my head.

After downing four more Web Spinners, I came across a room that had a muggy looking window. As I stepped towards it, I spotted the front entrance of Raccoon City Hospital. To my right was the door that led to the outside. Blocking the door was a huge bell. A little smaller than the one upstairs, but still big. I tried to move it, but it wouldn't budge. Even on my strongest day, I couldn't move that thing.

Sighing, I turned around and started to retreat back the way I came. Something glimmered on the other side of the room. I walked over and reached out to grab it. It was a golden music box. It was locked and I couldn't pry it open with my bare hands.

Using my lock pick, I fished it through the small opening until I heard the click. Once it clicked open, I lifted the top off.

_Well, what do you know?_

Resting inside was a three inch, silver and gold, metallic gear. The spokes on it were chipped at the edges, but it was clear to me that this was the gear that would get the bell working. All I needed to do now was haul my ass back upstairs.

I looked at the gear as it lied in the palm of my hand. Its diameter was bigger, but the metal was relatively light. Much lighter than I would have expected, given its size. Nonetheless, I placed the gear inside of the mechanism and walked back over to the other side. I hit the button and the room shook for a millisecond.

GONG! GONG! GONG!

The echo of metal on metal pounding roared through the night sky. I covered my ears, trying to block out the sound, but to no avail. Despite it all, the sound of the bell was refreshing.

Making my way down the ladder, I realized that the rain had stopped. The balcony below was slick with moisture, so I had to watch my step. In the distance, I heard the sound of metal blades knifing through the air. I turned to look over my shoulder, and in that moment, I saw the faintest of lights cutting through the clouds.

The chopper was close!

As it got closer, I made the chopper out to be a UH-60 Black Hawk. One of the premier stealth designs, it was no wonder why I hadn't heard it earlier. If the chopper was here, then it meant that Carlos was indeed alive! I had to get back to the ground floor and find him.

As I walked over to the red door leading back inside, a giant fist burst through the hard wood. The door was forced off its hinges. Stepping through the threshold was the monster that had been stalking me. Unlike the times before, though, I wasn't afraid.

I would go through this viral beast if it meant escaping this nightmare.

"S.T.A.R.S.!" it growled as it approached me. Even with my newfound resolve, there wasn't any practical way for me to get around it…

Unless…

Next to me was a giant flood lamp, used to illuminate the top of the tower. Attached to it was an electrical cord. The ready light was on, meaning there was power. I jumped up and grabbed the bottom of the overpass, pulling the cord out with my feet and dropping it on to the slick ground.

A massive surge of electricity ripped through the monster. Its seemingly invincible form caked up under the intense power, dissipating a raunch stench of burning flesh through the air. To its credit, the monster tried to withstand the surge, but it proved to be too much. It collapsed down to ground, falling face first. A small pool of purple blood oozed out from its lipless mouth.

_Stay down this time!_

Stepping over its charred body, I walked back inside, ready to leave this miserable town I once called home.

**Chapter Twelve**

Pushing through a set of double doors, I could see the chopper descending, looking for a safe enough spot to land. I raised my tired arms into the air, waving them frantically to draw the attention of the pilot. I'm sure they saw me.

The thoughts I had of escaping were all made a reality now. Within minutes, I'd be out of here. The first thing I thought of was looking for Rebecca, so that we could join Barry and Chris in Europe. I felt stronger with them by my side after the horrible ordeal we faced in the Arklay Mountains.

To this day, the nightmares of infected teeth sinking into my body, transmitting the t-Virus through my blood stream, and turning me into an Undead monster gave me a a different appreciation of life. An appreciation that all living human beings deserved to share.

"Jill!"

My heart stopped for a split second. I turned around and saw Carlos running towards me from the far side of the clock tower. Draped over his shoulder was my bag of goodies. He ran up to me and wrapped his arms around my waist, hoisting me up in the air. "Boy, am I glad to see you!"

"The feeling's mutual!" I said joyfully. "Where the hell have you been? I've been looking everywhere for you!"

Carlos set me down, staring at me with caring eyes. "After I patched you up, I thought I'd let you rest to get your strength back. I cleared the path for you so that when you awoke, you wouldn't have to waste your ammo."

In his own military way, that was a very sweet thing for him to do. I leaned in and kissed him on the cheek. It totally caught him off guard. "Thank you...for everything."

Carlos wicked the back of his neck, nervously chuckling. "I guess there won't be any more objections to me playing the hero, huh?"

"None at all," I said with a coy smile.

The dirt beneath our feet started to kick up. The chopper was getting closer to ground. The pilot was waving us over, trying to land where we were standing. Freedom was so close, I could feel the heat of it on my face.

Shhha-shooom!

My body tensed up.

I looked over at Carlos, and he had the same lost look on his face. Somebody was here, and they locked their weapon on us. Judging by the click, it didn't sound like any small arms, either. I looked all around me, searching for the source until I saw a small gleam in the corner of my eyes. I turned around, spotting something streaking through the sky.

Right towards the chopper!

BLAM!

My eyes saw everything, but my mind was struggling to piece it together.

"Get down!" was all I heard Carlos say before I was tackled to the ground.

The chopper's descent was sped up by it being hit with an RPG. A giant fireball of twisted metal landed about thirty feet from us. The chopper hit the ground with a thunderous thud. Its concussive force sent a shockwave that crumbled the entire east side of the clock tower.

Looking up from the ground, I followed the trajectory of the rocket.

My blood froze in my veins…

With a missile launcher that would be too large for any ordinary human to carry, the very monster I had just fried on top of the tower, stared back at me with a triumphant, lipless grin.

_You're not going anywhere_, it was probably thinking. Never would I have imagined that a B.O.W. was intelligent enough to not only use a weapon, but use it accurately.

"Where the hell did that thing get a rocket launcher from!?" Carlos frighteningly said. The M4 was shaking in his arms.

I didn't know what to even say to that. It didn't really matter in the grand scheme of things. Especially not when that monster leaped from the top of the clock tower, and landed on the ground, seemingly unhurt.

My last chance. My last escape. Thwarted by a test tube freak in a leather coat.

My despair slowly seethed into anger. I felt my fists clench tightly at my sides. I gritted my teeth so hard, I thought I'd break them. No matter.

_This ends here!_

"Carlos! Toss me the bag!"

He gave me a wide eyed look of surprise. "What are you going to do?"

"To finish what I should have done from the start."

"Jill, you can't be serious!"

"Don't argue with me! Just give me the fucking bag!"

Carlos threw the bag at my feet as the monster stalked us. Its lipless grin a caricature of what Raccoon City had become: A never ending nightmare.

I was going show Umbrella, once and for all, that their biological monsters were no match for me.

Grabbing the grenade launcher from the bag, I checked the breech, counting ten shells inside, with twenty more in the bag. Now that I was armed with a more powerful weapon, the monster changed its approach. It intensified its aggression. Charging me at full speed, the monster discarded its rocket launcher and clenched its massive fist. Carlos stepped up to my side, and started firing his assault rifle into the monster. Specks of purple blood sprayed about, but the monster wouldn't stop coming.

Taking aim with the grenade launcher, I lined the sight up with its face and fired. The grenade shell hit it dead on, staggering the gigantic mutant.

But it only slowed it down.

The monster kept coming full speed. I continued to pelt it with shell after shell, each shot staggering it more than the last. On the fifth shot, a set of tentacles sprouted from the back of its neck. Blood was seeping down the seams of its coat.

This monster was tough, but not quite invincible.

Like my father used to say, _If it bleeds, you can kill it_.

The tentacles were whipping out of control as Carlos and I continued to fire on it. Unlike any time before, it looked to be in pain. Staggering backward, the monster was retreating, towards the fire.

"He's running away!" Carlos yelled. He stepped up to close in on the monster as it continued to reel back.

The monster clutched its shoulder, more of that sickly looking purple blood pouring out. It was on the ropes, and I wasn't about to let up. Carlos went to load a fresh mag into the M4, and that was when the monster tried to make its move. One of its tentacles straightened up, winding it up faster than Carlos could reload.

"Carlos! Look out!" I ran faster than I could speak, shoving him out of the way.

There it was…

The pain that inevitably came. Looking over to my left shoulder, I was unable to move when I felt the sharp barbs of its tentacles lodged inside of my flesh. I tried to pull free, but each movement caused it to lock in more.

"Jill! No!"

Carlos steadied the M4, his arms no longer wavering. "¡Morir monstruo!"

Hitting the monster square in the face with automatic fire, Carlos was in a rage, stepping dangerously close with each spray of fire. The monster reeled back some more. The onslaught of rounds to the face caused it to withdraw its barbarous tentacle from my shoulder.

"¡Te voy a matar! ¡Te voy a matar!" Carlos screamed.

The monster clutched its shoulder again, but this time it limped into the fire, the flames consuming it, before it fell down. The monster was down...

And so was I...

I suddenly felt cold. The wound didn't feel as bad as it looked, even though there was a lot of blood. Still, it wasn't anything the med kit couldn't fix.

I tried to utter something to Carlos, but the only thing that came out of my mouth was blood. I kneeled over, spitting up on the ground, gasping for air. _What's happening to me?_

Carlos rushed over to my side. He clasped my shoulders with his hands, trying to get my eyes to focus on him, but I couldn't. My entire body felt numb.

"Jill! Wake up! Oh god, what have I done! Jill, wake up! Please, wake up!"

I barely felt him bury my head into his chest, clutching me tightly. As he held me there, my consciousness faded into the black of death…

**Chapter Thirteen**

_September 29th...Daylight_

_Somehow, I'm still alive…_

_Purged from the world of the living, I find myself bound in a world of darkness, where fear and hopelessness persist. From small children to larger than life men, the t-Virus ripped through them with no inequity, producing the same disastrous results: t-Virus Undead, spreading the plague that will destroy whatever remains of humanity...whatever remains of the earth._

_When I joined S.T.A.R.S., I did so to prove to my father that I was every bit as tough as he was. When my mother died, all he had was me, so he did what he could to raise me right. Sometimes, his methods would put distance between us, rather than draw us closer. His paranoia was beyond overbearing._

_After four years on the force, I'd developed a grander appreciation for law enforcement. To truly protect those who are incapable of protecting themselves. I lived for that. I breathed that responsibility every single time I put on that badge. I joined S.T.A.R.S. to spite my father, selfishly. The responsibility that soon became a staple of my career changed my view on being a police officer._

_His paranoia makes sense to me now._

_My father wanted nothing more than for me to live in a world where I didn't have to be afraid. A world where I could be free. A world where I could someday raise children of my own._

_Umbrella's hubris could possibly take that away from me_

_I wouldn't let them…_

_I won't let those monsters take from humanity what's rightfully ours_

_The choice to live our lives the way we decide._

_I had to keep fighting, no matter what…_

My body would not respond to my thoughts…

I fluttered my eyes open, weakly trying to survey my surroundings. The last I remembered, I was outside…

Throwing up blood in the grass after that monster barbed me with its tentacle.

I remembered the pain.

As if the flesh had been viciously ripped from my bones…

It was the feeling of helplessness that was the most disturbing. I felt sicker than I'd ever felt in my life. The strength sapped from my body. Everything was numb.

And that was the scariest part.

Have I been...infected with the t-Virus?

I didn't want to think about that possibility, even if it were a very real one. All the itchiness I felt, was tempered by my inability to scratch. How much I just wanted to reach over and scratch.

Scratch until my flesh peeled off…

"Jill! Please wake up." I heard a voice say.

I rolled my eyes over to the sound. It hurt to do it. They even began to well up with water. I registered what felt like a broad stroke across my cheek. Carlos was standing above me, his face twisted in a mire of emotional pain.

"Don't cry, Jill," he said. "I'm going to find a way to fix this. I promise you."

"What happened to me?" I struggled to speak. My throat was dry. I needed water bad.

"That fucking monster…he must have poisoned you or something. That poison was intended for me, but you saved my life. You shouldn't have…"

"I'm a police officer," I said, trying to smile. "It's my job to look after you."

Carlos lowered his head. "It's my fault this happened. I should have never gotten so careless."

"Don't blame yourself...you would have done the same for me."

He picked his head up, half smiling. I could see even in my weakened state that it killed him inside to see me like this.

"Where are we?"

"In a safe place. After our fight with that monster, I brought you inside of this chapel. It's fortified pretty well. I don't think even he can break down that door."

Carlos' usage of the term he, in regard to that monster, was unsettling. That monster wasn't a he. It wasn't an anything.

"I know it's stupid of me to ask, but how are you feeling?"

I used whatever strength I could muster to turn over on my side. It felt as if I were made of lead. "I...I don't feel any pain, but that's what bothers me." I tried to blink back the tears, but they rolled freely. "If I can't feel anything, then what does that mean?"

"I...I wish I knew."

"I've...I've been infected…"

It hung there. Carlos was unable to speak. All he did was stare at me with those warm brown eyes. "It doesn't matter. I'm going to take care of you, all right? Don't let that virus beat you!"

I slowly turned my head to face him. "Carlos...do you promise to take care of me?"

He rushed over to my side, clutching my hand in his. "You have my word."

"If...If I don't make it, I want you to take care of me. Do you understand?"

Carlos thumbed my knuckles. "It's not going to come to that. I'll find something to make you well again. Just hang in there."

The weight of my eyelids was suddenly overwhelming. I was being lulled into a sleep that I wasn't sure I'd wake up from. I just hoped that if I did wake up again, I would still be me…

**Chapter Fourteen**

Running his hand through Jill's hair, Carlos took a moment to admire her. After falling unconscious, Carlos touched her skin. _She's burning up_, he thought. He understood that if he didn't do something soon, Jill would suffer a fate worse than death…

Throwing the M4 over his shoulder, Carlos dug inside of Jill's bag of weapons. His sidearm had gotten smashed in cable car crash, so he borrowed her M9, as a secondary weapon. Leaning over, he kissed her on the forehead, before leaving. _Dormir tranquilo, hermoso..._

Outside the door, he secured it to make sure none of the Undead or that hideous monster that maimed Jill, could get inside. The thunder clapped loudly outside. Carlos knew it was going to rain again soon. Heading out through the showroom, he stole a glance at the fiery remains of the rescue chopper. It angered him to know that he and Jill were moments from escaping, but now he was stuck here, trying to find something he wasn't even sure existed.

Undead were starting pilfer their way into the clock tower. Reaching into his vest, he pulled out a suppressor and attached it to the M4. Moving through the clock tower with a stealth that at times seemed inhumanly possible, Carlos quietly eliminated the infected threats.

Venturing towards the back of the tower, Carlos spotted more of the infected wandering the streets, through a window. Looming overhead, he read RACCOON CITY GENERAL HOSPITAL. _If I'm going to find anything to help Jill, it would be there,_ he thought. Looking to his side, he noticed a heavy looking bell blocking the door. He leaned up against it, his muscles tensing with every push.

With extra effort, he was able to move the bell from behind the doorway.

_Why would anyone put that there anyway?_

Opening the door outside, he set his M4 on semiautomatic, saving ammunition by using one headshot to take down the infected. After clearing the path, he slowly approached the hospital. The immediate area surrounding the hospital wasn't barricaded, which struck Carlos as odd. Nonetheless, he walked inside through the front door.

Carlos kneeled over the corpse of a doctor, whose head had been clean cut off. Chaos surrounded him inside the hospital. Blood stained the walls. Bodies littered the floor. Broken shards of glass decorated the entire hall. Fishing through the pockets, Carlos found a key that would unlock the records room, right behind him.

As he stood up, he quickly picked up the sound of Undead coming his way from down the hall. They were shuffling their way towards him. As Carlos raised his suppressed rifle to blow their top off , something leaped out from the darkness. Quick and graceful, Carlos had a hard time keeping his eyes on it. At first glance, it looked like a human sized lizard, with crude hook like claws.

With all the monstrous mutants he'd encountered, it shouldn't have been a surprise. However, this mutant was more fearsome than the others. His eyes hadn't betrayed him as he first thought. Leaping through the air like a waiting predator, the clawed mutant took one swipe, cleanly decapitating the infected wandering the hall.

_I see what got this guy_, Carlos quietly mused. He took a step back, trying to not make a sound to draw the mutant to him. Quietly scrambling for cover behind one of the pillars of the hospital, Carlos aimed the M4 at the unsuspecting mutant. With a precise squeeze, Carlos nailed the clawed monster in the head with three rounds, in succession. The monster shrieked on its way down to the floor. A few twitches before nothing at all.

Carlos emerged from his hiding spot and went over to the locked door. Inside, he found a private elevator that would take him upstairs, since the main elevators had all been destroyed. He stepped inside of the elevator and hit the call button. The hospital had only four floors, so he started with the second.

Once the elevator doors opened, Carlos was faced with a horde of Undead, hanging around the doorway. He was able to quickly drop them before they could overtake him. He counted nine in all as he stepped over their fallen bodies. Down the hall were nothing but flickering lights that cast an uneasy glow in the hall.

Carlos headed down the hall, taking slow steps, trying not to alert anymore of the Undead. He came across a room marked LABORATORY RECORDS. The door was slightly ajar, so Carlos steadily walked inside. Like the hall, the lighting was eerie. Keeping his eyes focused for anything that moved, Carlos scanned the room keeping his finger trained on the trigger.

In front of him, he spotted several files scattered throughout the room. Many of them profiled detailed information regarding research on the t-Virus and B.O.W.s. On the table was a folder with a picture worth more than a thousand words attached to it.

He reached to pick it up, examining the photo. The lipless grin of the monster that poisoned Jill stared back at him. The folder was labeled PROJECT NEMESIS-T TYPE.

As Carlos was ready to thumb through the files, he felt cold steel press against the back of his head.

"Hands up. Drop your weapon."

Carlos did as he was told.

"Who are you?"

He didn't recognize the voice, but knew it was a man. From the sound of it, a very _big_ man. "Carlos. I'm with the U.B.C.S.."

After a few moments, the barrel was removed from Carlos' head. "What are you doing here?"

"I'm looking to find something I can use to help my friend. She's really sick. This monster poisoned her." Carlos said.

"So the Nemesis is loose?"

"Yes, and he's been after my friend like some crazed stalker.

A beat passed. "Who's this friend of yours?"

"Jill Valentine."

Another beat passed. Carlos was just waiting for his captor to get slack, but whoever this guy was, he was no slouch. Then he heard the familiar sound of the weapon being holstered. "Ease up. I'm not going to hurt you."

Carlos slowly put his arms down before turning around. Staring into the stoic eyes of a large, muscular black man, Carlos was thrown off by how much bigger the stranger was than him. What was more interesting was the R.P.D. uniform he was wearing.

"Sorry about that," the man said mildly. "When I saw the uniform, I thought you were someone else."

"Mind telling me who you are?"

"Marshall. I'm a Lieutenant with the R.P.D.. You say that Valentine was poisoned?"

Carlos scratched his head absently. "Yeah."

Marshall rubbed at his broad chin. "You've got to formulate the vaccine for her if you plan on saving her life."

"Wait. You mean it actually exists?"

"This hospital was more than just a hospital. Experiments on Umbrella's viral research was conducted here as well. Unfortunately, due to the outbreak, the research has since ended."

"How do you know this?"

"I make it my business to know Umbrella's every move," Marshall simply said. "There's something you need to know. About the U.B.C.S.."

"What?"

"Your superior officers know much more about this ordeal than they have led you to believe. Nicholai Ginovaef, amongst a handful of others, are monitors for Umbrella."

Carlos shook his head. "I don't understand what that means."

"What it means is that he isn't someone you should be trusting, or any of the other monitors, for that matter. Their mission is acquire the combat data from the infected, as well as the B.O.W.s. Umbrella used your team as combat test subjects."

The words hung there. For a moment, he considered brushing off the insight, but his instincts told him that Marshall was right. Nicholai was as aloof as they came. Carlos always had the inkling that something was offsetting about his squad leader.

Carlos stared at Marshall neutrally. He knew cops when he saw them. When he had first met Jill, he knew right away that she was a police officer. Marshall, on the other hand, was anything but. He always trusted his instincts. Carlos wasn't going to let the uniform fool him. Nonetheless, he didn't really care, either. All he wanted to do was find the vaccine, and get back to Jill.

"I don't think I'll have to worry about Nicholai stabbing me in the back anytime soon," Carlos said.

"Why is that?"

"Because he's dead."

Marshall narrowed his eyes at Carlos disbelievingly. "Very well. You'll need to head down into the basement. That is where the machine apparatus for the vaccine is located." He then reached into his pocket, grabbing a shiny silver card, extending it to Carlos. "Take this. This will grant you access to the lab. The password is 4216."

Carlos took the card, looking back at Marshall warily. "Why are you helping me?"

"I'm not helping you. I'm helping Valentine. She's one of the best police officers I've ever worked with."

A head nod was Carlos' reply. "Fair enough."

On the table, Marshall picked up several files. He bundled them up into one folder, and handed them to Carlos. "Take these. There are detailed instructions on how to formulate the vaccine. You'll also find evidence of Umbrella's illegal presence in this hospital. Get it to Valentine once she's up and running."

He took the files, but never took his eyes off Marshall. The officer's brisk personality was unsettling, but not entirely unexpected. One did not survive the horrors of such magnitude by trusting everyone. Carlos's eyes targeted Marshall's weapon, reveling in awe.

_That's an awesome piece of hardware_, he thought. A Desert Eagle, .50 caliber handgun was almost unfair. Marshall gathered a few more of the files and was ready to head out, but Carlos called out to him.

"Before you go, tell me what you know about the Nemesis…"

Marshall looked over his shoulder. "What makes you think I know anything about the Nemesis?"

"You seem to know a lot about everything," Carlos said. "Does it have any weaknesses?"

Marshall sighed. "Not that I know of. The data on that B.O.W. is still very raw. What I suggest is that you just avoid it at all costs."

Carlos nodded, offering Marshall a friendly smirk. "Thanks."

The R.P.D. Lieutenant returned the smirk. "Hurry up. You don't have much time."

Marshall left the room, his footsteps inaudible down the hall. For all Carlos knew, Marshall was like a ghost…

**Chapter Fifteen**

_How the fuck did he get the jump on me?_

As Carlos quietly navigated the hospital, all he could do was obsess over how easily Marshall could have taken him out.

"There's no way that guy is a cop," he harshly whispered to no one. "No fucking way…"

The still void of silence was unnerving, even for Carlos. At every turn, he crossed his hands over his heart, praying that he would live to make it to the next corner. The basement level of the hospital looked a lot like a research lab. The kind that Carlos had seen on television shows.

_Umbrella sure has their hand in everything._ He immediately observed that this portion of the hospital was more secure than the rest. He didn't encounter not one infected soul. Keeping a firm grip on his M4, he quietly trekked down the winding hall, finding the door to the main lab.

Out of habit, Carlos's every move was stealthy. All of his training in guerrilla warfare made the element of surprise his best ally. There was a faint red glow cast on the backside wall. As Carlos smoothly turned the corner, he spotted a metallic door, a fiery red biohazard logo emblazoned on it. Next to the door was an electronic card reader.

With the card in hand, Carlos swiftly swiped it, then punched in the numerical code when prompted. The door unlocked and disappeared into the ceiling. He was immediately hit by a wave of cold air. The hairs on his arms stood on end as he made his way inside.

Unlike upstairs, the lab was relatively intact. Some of the items on the desks were still neatly assorted. There was also no blood cast on the walls. Inside the lab were two more doors, one to his right, and the other straight ahead. He went to the door on the right first. The automatic sensor surprised him, but he remained calm. Stepping inside, he scanned the surrounding area, making a mental note of the many cadavers lying on the tables.

Examining the closest body, he noticed that there was a fine hole bored into the skull, right between the eyes. Too fine to have been a gunshot. The other cadavers bore the same holes. _At least I don't have to worry about them getting up_, he mused. Wiping the sweat from his brow, he made his way past the cadavers and entered the next section.

On the floor was a body, but what caught his attention was the uniform. It was the same as his. He slowly made his was over to the body, giving it a kick. Satisfied with the lack of response, Carlos turned the body over. He stared into the unseeing eyes of Greg Flannery. Carlos had only met him a couple of times, but he was able to get a good enough read on him from the short time together. Flannery was the youngest mercenary in the group. From what Carlos knew, Umbrella offered him a job to work for them, when he was seemingly on the outs. With that type of choice, Carlos knew that Flannery's past was something that only Umbrella would be able to cover up.

Flannery had been shot in the head, execution style. From the positioning of his body, Carlos sensed that Flannery never saw it coming.

_Don't trust your superior officers…_

Marshall's words echoed through his head. What he couldn't understand was how Flannery got in here. Flannery wasn't high up in the pecking order. It wasn't likely he would have been granted access to a place like this. Before today, Carlos didn't even know the lab existed.

_I guess Marshall was right after all. Something isn't right here._

Carlos closed Flannery's open eyes, saying a prayer for his fallen comrade, before exiting. Finding nothing aside from an M4 mag on Flannery, he made his way to the other door in the lab. Carlos assumed this was the likely place where the materials needed for the vaccine were stored.

Opening the door, he pushed his way inside. The room was quiet, save for the wall mounted analog clock. There were several different types of machines in the room, all of them more complex than the common calculator.

_Where do I even begin?_ Carlos thought, scratching his head.

Pulling the file that Marshall had given him, he scanned it, hoping to find a clue on where to even start.

**Umbrella Medical Service**

**North America Division**

**Douglas Rover**

**Senior Research Engineer**

**As requested by my superiors, my staff and I have been working on a synthesized strain of the t-Virus vaccine, based on the research of Thomas Carlsen. The premise for Carlsen's vaccine is to isolate the t-Virus itself in a weakened state, allowing it to merge with healthy DNA, forming a mutualistic bond with the host organism.**

**Due to the pressing needs to speed up our research, we have not been able to acquire healthy test subjects to administer the trial version of the vaccine. At this stage of development, the medium base is potent enough on its own to delay the mutations caused by t-Virus exposure, but unless it is run through thorough synthesis, mutation is inevitable.**

**The finished vaccine, although still highly experimental, is the only option we have been afforded, due to the unfortunate string of outbreaks plaguing the city. Based on our numbers and the percentages indicated in Carlsen's research, we estimate a sixty-four percent probability that the vaccine will work, leaving a normally unacceptable percentage of thirty-six percent, to suffice.**

**In order to activate the synthesizer which cultivates the vaccine, please follow the procedures listed below:**

**The synthesizer machine requires a power source sufficient enough to process the raw materials. Inside of the machine is a battery system that powers the apparatus. It takes approximately fifteen to twenty hours to fully charge. The machine must be powered to at least ninety percent to run optimally.**

**Once the machine is powered up, the medium base must be placed into the appropriate slot. Once inserted, the medium base will be centrifuged along with the raw cells stored inside of the machine.**

**When the medium base has been centrifuged, a specialized syringe must be used to extract the vaccine medium. Only inside of this syringe will the vaccine be at its most optimal level.**

**After everything is set into place, set the syringe into processing port on the far side of the synthesizer. There are five levers that need to be adjusted accurately, by hand, in order to achieve the best results. The gauges are set in five different colors:**

**RED=BALANCE**

**BLUE=STRUCTURE**

**PURPLE=CONTROL**

**GREEN=RESISTANCE**

**ORANGE=GROWTH**

**Each gauge must be leveled off at around the midpoint on the reader, for optimal results. During test runs, only three times have we been able to get an optimal dosage of t-Vaccine, but we were never able to test it, due to interference from Umbrella. However, with the current outbreak soon to reach critical levels, the need to test the t-Vaccine has become the forefront of our research.**

**Our best opportunity for the desired results would be to admit patients upstairs, who have been recently infected by the t-Virus, and have them brought down here to the lab. I have taken great measures to keep the testing from Umbrella, but I know it is only a matter of time before they discover what I have been up to. If this vaccine is to work, the testing must be done immediately.**

Carlos was sure he would have to read the document several times. Science was not one of his better subjects during his academic years. He leaned up against one of the desks, biting on his lip anxiously.

_Where am I going to find this stuff?_

Carlos raised his head from the document, scanning the lab for anything that resembled a freezer. Towards the back, behind a plastic fern, was a wall mounted safe. He moved the fake plant out of the way and got a better look. Judging by its sturdiness, he wasn't going to shoot his way inside. Not with the weapons he had.

He touched it slightly, feeling the frost on the metal casing. He was all but certain that the base medium was inside. The safe was locked with a numerical keypad. He punched the same code he used to enter the lab, but the code didn't work.

_Shit. Now what?_

Carlos was no safecracker. He would have to find a way to get the code. He could chance going back upstairs to look for Marshall, but he didn't even know where to begin to look for him. Carlos then did the only thing he could think of.

Searching thoroughly, he ransacked each desk in the lab, looking for anything that resembled a numerical code. The first desk, that of Dr. Askew, conceded nothing but a half eaten candy bar, and locked drawer, full of inappropriate magazines.

Dr. Speitz' desk was the most neatly organized. To the left corner was a family portrait, with a beautiful brunette woman, and a young girl who looked just like her. Presumably his family. Aside from various notes for patient blood work, and receipts for fast food, Dr. Speitz' probably was a lower ranking researcher.

The next two desks revealed nothing of significance. They didn't have name tags, or anything personable.

All right, this one's got to have something, Carlos tiredly thought. The furthest desk in the back belonged to Dr. Allan Pierce. Unlike the others, his desk looked like that of someone who'd been employed by Umbrella for a number of years. Numerous plaques lined the edges of his desk. Filing through all the papers, even the ones that barely had anything on them, Carlos' frustration was mounting.

Rubbing at his face tiredly, he felt his temples pound. If I don't get this shit together, Jill is gonna die…

Going through the last file, Carlos' eyes came across an odd finding. It was a file that didn't have the Umbrella logo stamped on it. Closer inspection revealed it to be some type of journal entry.

_August 29th, 1998_

_At last, my final days with Umbrella have come. After spending the majority of my adult life with them, I have finally worked to live a normal life. With so many things to do and so little time to do them, what I want to do most is spend time with my grandchildren._

_Aiden, the oldest son of my daughter, Brittany, is **SEVEN** years old. He's always talked about how he wants to be like me when he grows up. As pleasant as it sounds to inspire someone to chase their dreams, especially a young child, I'd give anything for him, or anyone, not to devote their life to a corporation. I'd learned that when I looked back at everything, I had nothing to show for all the work I've put in._

_Aiden's younger sister, Anna, is a lovely doll, barely a day over **FOUR**. Her sun kissed blonde hair reminds me so much of Brittany when she was her age. I had just bought her one of those lavish dollhouses she so coveted for her birthday. The look on her face when I brought it over was enough to make me cry. Never has a child's innocence touched me so. I just hope the work that I've done over the years doesn't rob her of it…_

_My son, Matthew, has also graced my soul with two beautiful grandchildren. He had taken up after me as far as looks go, and so has his son, Steven. I had a hard time remembering Steven's birthday, the last time I saw him, so I asked when he came to visit me during the holidays. He put up his tiny little fingers, telling me that he was **THREE** years old, with the cheesiest smile I'd seen since Matthew's first tooth came out, all those years ago. His **NINE** year old brother, Jake, seems older than his age would suggest. I love the fact that he loves his brother as much as he does, considering the age difference between them. With as chiseled a physique a boy his age could have, he most certainly takes after Matthew._

_In the coming days, I'll leave this sad adventure of an existence at Umbrella, and enjoy the rest of my days with the only people on this earth that matter to me more than life itself._

_Speaking of family, I mustn't forget the **POUND** cake that Anna loves so much. Being as she is my only granddaughter, I tend to spoil her a little more than the others. I just hope that this time, Brittany doesn't get angry with me for it._

Carlos read through the entry, somewhat moved by the attachment Dr. Pierce had with his family. The man adored his grandchildren dearly. Carlos knew full well how important family was. It was why he did what he did for a living.

Carlos admired Dr. Pierce's loyalty. It reminded him of himself, but it didn't get him any closer to opening the safe. Carlos tossed the entry into the pile with the other files, ready to think of another strategy. As he walked over to the door, his hand gripped the knob, but he didn't turn it. He couldn't. Not right now.

_¡Carlos, eres un idiota!_

Running back to the pile, Carlos picked the entry and read through it again. That was when he felt his stupidity hit him in the gut. He hadn't thought that it meant anything before, but Carlos realized the ages of the children had more than just sentimental meaning.

Heading back to the safe, he eyed the keypad, going back and forth with the slip of paper.

_Seven...Four...Three...Nine...Pound…_

Beep!

_Well, I'll be a son of a bitch!_

Carlos grabbed the handle of the safe, and pulled it open. Inside was a freezer like compartment, with a small black box as the only item. He reached for the box, marveling at how warm it was. After opening the box, his eyes peered down at one vial, with a silky lavender liquid inside. The tubing was marked BASE MEDIUM-17. Holding it in his hand, Carlos knew Jill's fate was in that test tube.

Just hold on a little longer, Jill…

**Chapter Sixteen**

The machine apparatus wasn't as complicated as he first thought. With the gauges all being color coded, understanding how the gauges worked wasn't the hard part. Getting them steady was the more arduous task. Carlos attributed his steady hands to the vigorous training he endured to become the local hero of his town.

With unbridled patience, Carlos was able to get all the levels of red, blue, yellow, green, and orange, to meet in the middle. Once the process was done, Carlos inserted the specialized syringe he found, and waited for the machine to do the rest.

After ten minutes, a diode on the side of the machine flashed from yellow to blue.

Beeeep!

The syringe compartment opened up. Carlos reached in to grab the finalized Vaccine Medium. It was cool to the touch, and he liked the look of the purple gel inside. He then took the syringe, and put it back inside of the black box.

With the vaccine in tow, Carlos was ready to head back to Jill. The lab had been oddly quiet, but there was something that caught his attention. To his ears, it sounded like a voice.

Two of them.

Carlos clenched his jaw. He focused his senses, trying to figure out where the voices were coming from. The wall behind Dr. Pierce's desk was relatively hollow when Carlos followed the voices. He couldn't make them out, but based on how the basement level was designed, he knew it had to be in the other room where he found Flannery's body.

Carlos headed out the door, quietly. The door to the other room was slightly ajar, and he could hear the voices a little more clearly now, although he still couldn't make them out. Curious, Carlos pushed the door open as slowly as he could, to enter the room without alerting whoever was inside.

Treading lightly, Carlos stalked inside the room until he could see two shadows in the distance. As he got closer, the voices were getting clearer. So clear in fact, that Carlos thought his ears were playing tricks on him.

"Freeze!" Carlos ordered as he aimed Jill's M9.

A U.B.C.S. soldier's back was to him, and when he turned around, he was surprised, to say the least.

"Oliveira? What are you doing here?"

"I'm asking the questions!" said an angry Carlos. He tensed his finger tighter on the trigger.

Tyrell Patrick was one of Umbrella's top supervisors. His presence here was disconcerting, considering that rest of Patrick's platoon was wiped out before Carlos' eyes. Now that he found him alive, Carlos refused to believe that it was all a coincidence.

"Whoa! Put the gun down, Oliveira. I'm still your superior!"

Carlos clicked the hammer back. "Not anymore," he said in a low growl.

Carlos gritted his teeth, staring at Tyrell's pseudo intellectual glasses. He hated those things. "I'm only going to ask you once. What the fuck is going on?"

"Perhaps you should allow me to answer your question, Oliveira…"

Carlos heard the voice.

But he didn't believe it…

Stepping out from the shadows, Nicholai's boots padded softly as he walked over into the light. He stared at Carlos with his steely gray eyes, branding his U.B.C.S. issued SIG 9mm, its sights set on Carlos.

Carlos didn't flinch.

"You look pretty good for a dead man," Carlos said pointedly.

For the first time since meeting him, Nicholai smiled. "I'll be the first to tell you that the reports of my death have been greatly exaggerated."

No longer considering Tyrell a threat, Carlos aimed the M9 at Nicholai. "What have you done?"

"I am a supervisor. That's all you need to know."

Carlos paused a second. Marshall was right about him…

"You're going to have to do better than that, Nicholai. Why have you sacrificed your men to collect combat data for Umbrella?"

Nicholai had not expected that. In fact, there was no conceivable way for him to have found out. He tasked himself with eliminating the other supervisors, to keep all the combat data for himself. Tyrell Patrick was the last remaining supervisor.

"I commend you, Oliveira. You're not the idiot company man I thought you to be."

"Don't play games with me! Start talking!"

Nicholai kept his gun trained on Carlos. "You shouldn't concern yourself with matters that don't concern you!"

"When you put my life at risk, I have reason to be concerned!"

In the corner of his eye, Carlos noticed Tyrell going for his gun, but Nicholai was already waiting for such a move. With two quick shots to the knees, Tyrell fell down to the floor, unable to stand.

"Nicholai!" Tyrell said in pain. "You back stabbing son of a bitch! We had a deal!"

Nicholai stared at him coldly. "I lied."

He then turned his attention to Carlos, and fired. Carlos was too quick, ducking behind a desk. Three rounds barely missed his head as he landed hard on the floor. Safely behind cover, he fired blindly from the side of the desk, trying to catch Nicholai off guard.

Nicholai hid behind one of the pillars in the room. "If you cease this resistance, I'll let you live, Oliveira!"

"Go fuck yourself!"

Nicholai fired two more rounds, then ran for the door. Carlos tracked his moves, aiming for his legs, but Nicholai was too nimble. Before Nicholai broke the threshold, he grabbed a grenade from his belt, pulled the pin, and tossed inside.

Once Carlos spotted the grenade, he quickly bolted for cover. He knew the U.B.C.S. grenades had short fuses. Covering his ears, he blocked the sound of the explosion as best he could.

His ears still rung vigorously afterward.

Looking up, the room was a charred mess. The ceiling was coming down, and he knew he had to escape. As he ran out, he caught a glimpse of Tyrell Patrick's body on the floor. Half of his face was blown off. Despite it all, Carlos felt no sympathy for him.

Serves you right, bastard.

Carlos knew that Nicholai was long gone. He wouldn't risk himself unnecessarily, especially not against someone who could defend themselves as well as Carlos. The grenade set off a series of mini explosions in the basement. Wading his way through the smoke, Carlos entered the elevator. Hitting the ground floor, he waited for the doors to close before the fire could consume him.

As the doors opened up on the ground floor, the records room was crawling with four of the clawed mutant he encountered earlier.

_¡Mierda!_

They seemed to have picked up on his scent, approaching the elevator with feral viciousness. Carlos swallowed hard, tugging on his M4 tightly.

It's all or nothing, he thought as he charged out of the elevator, guns a-blazing. Squeezing the trigger, he shredded the clawed mutants with automatic fire, dropping them in their tracks before he could feel their wrath.

The last of them leaped into the air, aiming for Carlos' head.

Click! Click!

_Shit! I'm dry!_

With only a second to spare, Carlos rolled out of the way, barely missed by the claws of the creature. It turned back to face him, its blood stained teeth staring back at Carlos. M9 in hand, he quickly aimed, sending round after round into the mutant's head, until it dropped to the floor. Collecting himself, Carlos quickly ran out before more of them showed up.

Entering the main lobby of the hospital, it was clear of enemies, but something was terribly off.

Beep!

Beep!

Beep!

Carlos looked around, noticing something odd attached to a pillar of the hospital. As he approached it, his heart stopped in his chest.

With a quick scan of the area, he noticed several timed bombs attached to every structural point of the hospital.

The timers read ten seconds…

_Oh shit!_

Digging deep, Carlos bolted for the exit, pumping his legs as hard as he could.

Six seconds…

He blasted through the front doors, running towards the clock tower.

Two seconds…

Carlos had just turned the corner, when he felt his legs buckle underneath him. The ripple in the ground caused by the explosion sent shockwaves down the entire block. Looking over his shoulder, Carlos watched the entire building collapse on itself into nothing but a mound of fiery debris.

Nicholai...you're gonna pay for this, you bastard!

**Chapter Seventeen**

Carlos had banged his head pretty hard running from the explosion. Once he had gotten back inside of the clock tower, his head would not stop pounding. His temples felt as if they were closing in on his brain.

_I wish I could stop a minute, but I have to take care of Jill first…_

Fighting through the pain, he could hear the crashing of rain drops on the windows, down the hall. Thankful he was able to beat the rain, he quietly strode down the hall, stepping over the bodies of the Undead he put down just hours ago.

He again thought about his meeting with Marshall. Carlos couldn't shake the nagging suspicion that Marshall wasn't a real cop, but he was someone Carlos could trust. If his instincts proved to be correct, what real bearing would have on his chances of escaping?

_None really,_ Carlos thought. His primary objective now was to get Jill healthy again.

When Carlos had discovered the chapel, he felt that some semblance of prayer had been answered. Not only was the place heavily fortified, there was a collection of canned foods and bottled water, perfect for he and Jill to hole up until she was healthy again.

Crossing into the showroom, Carlos noticed immediately that the glass windows in the back had been shattered. He could see Undead way in the distance, but the shards of glass were on the inside.

Whatever had come through had come from outside…

"Raaarrrrrhhhhhhggghhh"

Carlos looked behind him, met with the menacing stare of the Nemesis. The monster was "naked" from the waist up, its coat burned to nothingness from their earlier encounter. Calculating the distance between him and the Nemesis, he gave himself a three second window for escaping into the chapel.

Not enough time for him to undo the door and get inside.

"Bring it on!" Carlos bellowed, slapping a fresh magazine into the M4. He squeezed the trigger, pelting the Nemesis in the chest. As the rounds continued to drive the Nemesis back, Carlos could see that the monster was weaker than usual, probably not having fully recovered from their last battle.

The Nemesis crossed its arms in front of its face, shielding it from the rapid gun fire. The monster was reeling again.

Rather then take anymore uncontested shots, the Nemesis backed off, running off outside like a scolded dog. The M4 dry clicked. Carlos looked up, thanking an unseen deity. He knew that magazine was his last. If he couldn't hold off the Nemesis there, Jill was dead.

With the Nemesis off, hiding itself somewhere, Carlos dragged his tired, ragged body into the chapel. Locking the door from the inside was a more secure way of keeping unwanted stragglers out, and away from Jill. Setting his weapons down on the altar, Carlos made his way over to Jill.

He could see that she was resting uncomfortably. Her face was deathly pale, and her lips as blue as the deep sea. He laid a gentle hand across her forehead, noting how much more her temperature had risen. Her breathing was erratic. Carlos knew he had to administer the vaccine quickly.

Reaching into the inside pocket of his vest, he drew out the small black box. He opened it, reflecting back on how much hell he went through to get it. Removing the sterility cap from the needle, Carlos grasped Jill's arm in his hand. Due to the paleness of her skin, her veins were easy to find. He was no doctor, but had seen it done enough in the field to feel confident about what he was doing.

Piece of cake, he thought amusedly, taking a deep breath as he inserted the needle into Jill's arm. He had no idea how long it was going to take for the vaccine to take affect, but he would stay by Jill's side until she got up.

For better or for worse…

**Chapter Eighteen**

_The lilacs were in full bloom…_

_Walking down the street, I'd never felt so carefree. The sun beams seemed to be shining only on me as I waltzed down Main Street. The wind swirling around my bare ankles was beyond refreshing. I'd felt oddly hungry, too. I felt like I could go for a steak, glimmering with onions and green peppers. Grill 13 had the best steaks in town, so it was only natural I'd go there._

_For such a beautiful day, the streets were oddly quiet. Empty, actually. Cars were neatly parked along the curb, but there wasn't a soul in sight._

_Where is everyone?_

_The Downtown shopping district was bound to have people. People were always trying to catch the best sales, especially on home appliances. I'd just bought me a blender I probably would never use, just because half of the price was slashed off._

_The grumbles in my stomach were becoming more persistent. The taste of that steak couldn't be any more intense in my mind. I quickened my pace, turning the corner where I knew I'd run into a whole horde of annoying teenagers._

_No one. Not even the drunken homeless guy that always hassled me for change was here._

_Strange…_

_I pushed through the doors of Grill 13, the smell of food wafting through my nose. I felt my mouth instantly water, my stomach wildly expectant on the steak I desired. That feeling of hunger was somewhat pushed away when I realized I was the only person here. Davie Masterson, the cook who always gave S.T.A.R.S. members a discount, was strangely absent. He was always the first person I saw when I opened the doors._

_Not today._

_I walked further inside. The sun no longer on me, I could feel the chill of the room growing on my bare skin. My sun dress hung tiredly from my body, unlike before when it was flowing with life._

_"Hello? Is anybody here?" I said, louder than I wanted to._

_The silence was unsettling. As I peered over the counter, I saw food being cooked on the stove, burgers on the grill, but no one back there._

_"Hello?"_

_"The only people here are you and I, Jillian."_

_The voice jaggedly sawed into my head, but it couldn't be right._

_The only person who ever called me Jillian was…_

_I turned around, a shadowy figure sitting in the booth at the side of the restaurant. Their face was completely obscured. The only thing visible to me were the neatly placed silverware on the table. I slowly paced myself over, a mute wariness coming over me._

_"Jillian, please have a seat."_

_I shook my head. No way it could be…_

_"Who are you?" I said. My lips trembled ferociously._

_"Don't be silly, dear. You don't recognize my voice?"_

_I felt my heart beating against my chest like a punching bag. Suddenly, I found it hard to breathe. That voice scared me down to my bones, and I could do nothing to shake that fear…_

_"Please, don't make me ask you again."_

_I swallowed hard as I took a seat. The cold leather brushed up against the back of my thighs, sending a chilling wave through the rest of my body. The longer I sat there, the more uneasy I was._

_The shadowy figure extended a hand through the darkness, resting it on the table. My body jerked oddly when I noticed it was gloved, making the setting feel colder than it was._

_"Jillian, relax," the voice smoothly said. "Here, have something to drink."_

_The gloved hand pushed a mug towards my direction. Inside was a dark, ominous liquid that reeked of blood. My lips flattened at the smell. I pushed the mug back._

_"Not thirsty, I see. Very well. Shall we get down to business then?"_

_"Business? What' are you talking about?"_

_A dry laugh escaped from the shadows. "Have you forgotten?"_

_Was I losing it?_

_"I don't know what you're talking about," I insisted. My fists clenched on the table. "What's going on here? Where is everybody?"_

_The gloved hand raised up. "Easy there, Jillian. You will have all of the necessary answers in due time, but first, let's finalize our business deal."_

_"What deal?" I asked, irritated._

_"If you want to know where everyone has gone, you have to do something for me, first."_

_I sucked my teeth. "What?"_

_No answer._

_"What do I have to do?"_

_Dead silence again. I couldn't take this horsing around anymore._

_I reached over the table, into the darkness, and grabbed him by the hem of the shirt, pulling him into the light. The moment our eyes met, I was so distraught that my hands refused to let go._

_This...this can't be happening!_

_The entire restaurant suddenly flooded with light. I fought with my hands to respond to my mind telling them to let go, but they refused._

_The voice that had me so shaken was unmistakably my father…_

_However, in the light, it wasn't his body I had been sitting across from. The gloved hand...that was my recently deceased captain, Albert Wesker's hand, but the face was what sent my body into thermal meltdown._

_Through it's lipless grin, that monster...the one that killed Brad, was here, taunting me._

_Was I dead and made to suffer in the afterlife?_

_I finally let go, but my body was shaken from the shock._

_"Don't look so surprised, Jillian." The sound of my father's voice coming from that monstrous freak was unnerving. He was the only person who ever called me Jillian, and now the taunt felt realer than fiction. "You can stop all of this if you just do one thing for me."_

_I couldn't speak. My heart had found its way into my throat._

_From the gloved hand sprouted a familiar sight…_

_The same tentacle that killed me, gunning for me again._

_"NOOO!"_

_"Become a part of me, Jillian! It's the only way!"_

_The lipless face of that monster was inches away from mine. Its hideous scars and stapled over eyelid was cementing itself into my mind. My memories._

_"NOOO! I WON'T"_

_"YOU HAVE NO CHOICE! YOU'RE MINE!"_

_"NOOOOO!"_

_NOOO-_

"NOOO! Get away from me! Get away from me!"

A set of hands grabbed at my shoulders, jerking my body. Darkness became light, but I was no longer in the restaurant. I was lying on my back, looking up into the eyes of a familiar face.

"Jill, are you okay? You've been crying for the past ten minutes!"

My body felt cold. I'd been mired in a heavy sweat. The panic I felt in my chest was settling, but still largely there. I managed to sit up, looking over at Carlos Oliveira.

If he was here, then I couldn't have been dead…

Carlos stepped closer to me, a concerned look in his eyes. Without even thinking, I wrapped my arms around his neck, graciously hugging him. I buried my head into his shoulders, unable to reel back the tears that escaped my eyes. He placed a gentle hand across the small of my back, which made me feel...safe...

"I...I was having a nightmare," I said dryly. "What...what happened?"

"Don't you remember?" he replied, a confused look in his eyes. "You got hurt by that monster"

The memory of that B.O.W. fleshed its way into my mind all over again.

Carlos had certainly seen better. He looked like he had gotten into one serious dogfight. His face ragged and rough.

I looked around to survey my surroundings. I was inside of some chapel, sitting on a table with a ceremonial towel draped over it. My memory was still a little hazy.

"What time is it?" I asked.

Carlos looked at his watch. "It's seven thirty-five. Why? Do you have someplace you have to be?"

His delivery was perfect. I found myself laughing. Harder than I had in a long time. Carlos could only smile.

I swung my aching legs off the table, planting my feet on the floor. I hadn't realized that my boots were off until the cold of the floor ran like wildfire through my feet. I jerked up at the sensation, giggling softly.

"Good to see that you're better now," Carlos said with a sigh. "I was worried that I was too late."

The thought of the monster flashed in my mind, and the memories came with it.

"I remember now...that monster...it infected me, didn't it?"

Carlos nodded. "Yeah. I went through hell and back to get that vaccine for you?"

My eyebrow arched up. "There's a vaccine for the t-Virus?"

"There was," he replied. "Not anymore."

"What do you mean, not anymore?"

"I got that dosage from Raccoon General...but now the hospital is nothing but a memory."

"That's awful..."

"It get's worse."

"How much worse?"

Carlos ran his hand through his messy hair. "Nicholai is still alive."

The words hung there, but I couldn't believe them. "I thought he was dead!"

"Apparently, he doesn't know the meaning of the word. On top of that, he's killing off the survivors of the U.B.C.S."

"What? Why?"

"I'm not entirely sure, but one thing is for certain: He is our enemy."

There was rancid volition is Carlos' voice. I was no idiot. Something had happened between them…

"So now what?"

"We continue on with our mission. We're a little bit behind schedule, but if Nicholai hasn't found us yet, there's a good chance he's trying to escape as well."

I felt a wave of weakness come over me. My knees buckled slightly, but Carlos caught me before I hit the floor. He helped me up, sitting me back on top of the table. My stomach yearned for something to eat. Bad.

"I'm so hungry," I said. " I feel like I haven't eaten in days."

Carlos chuckled lightly. "That's because you haven't."

"What?"

"You were knocked out for almost three whole days."

I suddenly felt awkward…

If I'd been asleep for three days, then that must have meant that…

"Carlos, if I was out for that long, did you...did you…" I couldn't finish the question with him staring at me like that.

His face was unassuming, yet pleasant. "If you're asking if I cleaned you up, then yes," he said, in a matter of fact tone, "but don't worry, though. I was a gentleman the whole time."

Carlos's smile was so goddamn infectious. Even though I felt every part of my body suddenly get warm with sensation, I could do nothing but give a quiet smile.

"You've been here the whole time?" I asked curiously.

"Every single minute."

I was right about him after all...instinctively loyal.

**Chapter Nineteen**

"These beans don't taste all that great," I grumbled. Carlos had heated up a can of baked beans, almost a year past its sell by date. He looked at me with an amused grin, watching me trying to stomach it.

"Compared to what I've had to eat back home, this is fine dining!"

He'd already been through his fourth can of pork and beans, making sure to scoop out every last bit from every can with his hands. Watching him eat was...entertaining, to say the least.

I was struggling mightily to get halfway through the one I had.

For the past half hour, we'd eaten in silence, watching each other. A silent communication of sorts. The thought of Carlos cleaning me up when I was eliminating on myself still bugged me, but not in the way I had thought.

What if he was turned off by something he saw?

I shook my head. Why I was even thinking about that at a time like this was ridiculous.

In the grand scheme of things though, human nature was at its most primal, in this chapel, between two human beings.

Unlike the Undead outside…

Tossing his fifth can of goods into a makeshift garbage disposal, Carlos shot me a tired look. I could only imagine what he'd gone through for me.

"Hey, Jill, I've been meaning to ask you something."

"What is it?" I answered, setting the can down next to me.

"Back at the hospital, I..umm..ran into a colleague of yours. He's the one that helped me get the vaccine for you."

"Colleague?"

"Yeah. Police officer...a big, black guy."

My eyes widened. There was only one person on the force that fit that description. "Lieutenant Marshall? He's alive?"

"So I guess he does know you then," he said, sighing in relief. "I was afraid I wouldn't be able to trust him."

I put my hand up. "Marshall is definitely someone you can trust. He was one of the only people in the department who believed us when we came back from the Arklay Mountains."

Carlos shook his head. "I knew that had to be rough. Everyone thinking you're crazy and all."

I ignored his last comment. "Did he say anything to you at all about anything?"

"He did," Carlos said with an emphatic nod. "He gave me the heads up on Nicholai. It just so happens that our entire platoon was being used to test the combat abilities of the infected, as well as the other mutants."

"They did what?" I said angrily. "You're human beings, not lab rats!"

"Nicholai and a few of the commanders were secretly recording the data, but he has other plans."

"What's he after?"

"He's killing off the other supervisors, as well as any witnesses, to make a bid to Umbrella, so that they'll pay him handsomely for the combat data. That's my guess, anyways."

I shook my head in disgust. It was becoming all too clear. "Umbrella is taking advantage of the situation here in the city. To test out their more powerful B.O.W.s. I bet my badge that the monster that has been stalking me is being used for that reason."

Remembering something, Carlos reached into the gun bag, and pulled out a folder. On it was the picture of that very monster, clipped to it. "Codename, Nemesis?" I muttered as I skimmed through the files."

"I'd gotten that file from Marshall, back at the hospital. He wanted me to give it you."

I stared at Carlos oddly. "Why would he do that?"

Carlos shrugged in response. "I didn't ask."

I didn't believe Marshall would have told him, had he asked or not. A little over a year ago, he transferred in from some big city, most presumably D.C., and worked directly with Chief Irons. Although Irons was the higher ranking officer, Mayor Warren had taken a liking to Marshall and his brand of law enforcement: no nonsense ass kicker.

Marshall was one of the few members of the force that I genuinely got along with outside of S.T.A.R.S.. Ever since the mansion incident, he had been our main advocate, clamoring for a full investigation of what transpired. Naturally, Chief Irons was reluctant, which did not sit well with the rest of the force, or Mayor Warren. Nonetheless, nothing fruitful came about, and within a few weeks, the town was decimated by the man-made pandemic.

"We need to get going," I said.

"Where to? I think our chance to escape has passed. Maybe we should wait here until help arrives."

I shook my head. "Help isn't going to come. Not if Umbrella has any say on the matter."

"Where would we go? There are just way too many Undead out there, not to mention the Nemesis."

Despite Carlos's pessimism, I smiled. "Don't worry about it, _chico_. I have a plan."

Judging by that broad grin on his face, I had his attention now. "What's the plan?"

"It's too dangerous for us to go back to the city, but if we continue north, we can head to the water treatment plant. It's the only place we're sure to find a helicopter."

As I expected, I was met with a disbelieving stare. "How do you know that for sure?"

"I've been doing my own investigation over the past six weeks, mainly on abandoned buildings and properties. That place has the largest heliport in town. I'm certain that Umbrella is conducting some kind of activity there. If Umbrella's involved, there's got to be some sort of transport."

Carlos rubbed under his chin, thoughtfully. "Are you sure about this?"

I got off the table and went for my boots. Slipping them on, I looked back at Carlos as I grabbed the M9 off the altar. "As sure as the sun crossing the sky at dawn."

**Chapter Twenty**

After gathering a few supplies from the clock tower, Carlos and I headed out, leaving the events of the past three days behind us. While mapping out the path we would take, we both decided that going though Raccoon Cemetery would be our best bet. It was the shortest route to the water treatment plant, although Carlos reminded me several times that it was probably the most dangerous.

After telling me more about his encounter with Nicholai, we both came to an understanding that he wasn't a guy to be reasoned with. If we saw him, we' kill him. Point blank.

The rain was coming down in a light drizzle, kissing my bare skin as I ran through the park. On the outskirts of the park was the cemetery, which would lead us to the plant.

Whenever I looked over at Carlos, I was just happy to not have to go it alone. Some would call me selfish, but it felt good to have someone I could trust, watching my back. At this point, after everything he had done for me, I was itching to return the favor.

The lamps in the park fluttered in and out, casting ominous shadows along the tree lines. With as many mutants as there were lurking, we had to be extra careful not to let our guard down.

"Hey, are you sure we're going the right way?" Carlos asked, using his free hand to keep the rain out of his eyes.

"Shhh! Of course I'm sure!" I said in a harsh whisper.

He merely shrugged. "You're the boss!"

Ignoring the blatant sarcasm, we continued moving through the park until we reached the edge. Down just a few meters ahead of us was the body of another U.B.C.S. mercenary. Carlos jogged over, shaking his head as he looked back at me. I didn't know for certain, but it appeared to me that Carlos might have been close with them.

"Jesus Christ," he muttered. "I knew this guy. We came into field training at the same time. His name was Simmons."

Simmons had apparently seen better days. His throat had been violently slashed. He probably died in a matter of minutes. I knelt down next to Carlos, who looked to be muttering some Spanish gibberish under his breath. "Check to see if he has anything useful."

Carlos nodded. Searching Simmons' body took no time. He didn't have any ammo clips, but he was carrying a set of two-way radios. Carlos handed one to me, and hooked the other one to his belt. "Just in case we get separated."

I nodded and got back to my feet. "Hopefully, that doesn't happen. Come on, let's go."

He got back on his feet, giving Simmons one last stare before following me.

The rain was letting up, which I was happy about, considering that I didn't have a change of clothes. Maybe if I could find a towel or something, I could dry my head and neck.

We had finally reached the cemetery. Just beyond the ridge was a small cabin. The lights inside were on, so we both hastily made our way there. Crashing through the doors, Carlos secured the area with quick senses, before signaling me in. Once I stepped through, I closed the door behind me. Hanging on the coat rack was an old sweat shirt. From the look of it, it belonged to a woman.

I ran it along the side of my face as well as my hair, trying to keep my head dry. Towards the back of the cabin, Carlos had whistled loudly. He had gotten my attention.

"Hey, Jill. You better check this out."

I walked over to him, my eyes landing on what his were on. Another dead member of the U.B.C.S.. Unlike Simmons, he wasn't mauled by the Undead. This guy had been shot in the head, execution style.

"Did you know him?" I said blankly.

Carlos shook his head. "No. Never seen him before, but I know he's got to be one of the supervisors."

"How do you know?"

"I'd seen another one of the guys, killed in the very same manner. My bet is that it's Nicholai's handiwork."

A thought occurred to me. "How does Nicholai even know where to find the other supervisors?"

"Beats the hell out of me."

"None of that matters now, anyway," I said. "We just need to get to the facility and get on the chopper."

"Agreed. Now, let's get the fuck out of here!"

"Dammit!"

The rear gate at the end of the cemetery was padlocked and chained. I sucked my teeth as I knelt down to examine it. Carlos had his back to me, looking out for any dangers. "I feel like a sitting duck out here," he said pensively. Think you can speed this up a bit?"

"Can you move a little to the left, please? You're blocking the light," was my reply. Using the lock pick, I was waiting for that click that let me know I had conquered it. After a few more jigs, the lock came free. "Tada!" I said in a brisk whisper.

Carlos looked back, eyebrow raised. "How the hell did you get through that so fast?"

"I wasn't always a cop."

"Jill Valentine, there is so much to learn about you," he said with a tired smile.

I yanked the gate open, and went through. Across the foyer was a large pool. I knew that we were close because there was a small bridge that connected to the facility just a little under a hundred yards from our current position.

"Carlos! Just up ahead. We're almost there."

As Carlos and I outlined the edge of the pool, I felt a slight rumbling beneath my feet. At first, I thought that maybe I was still a little woozy from the vaccination, but I saw Carlos' eyes, and he must have felt it, too.

"What the hell was that? An earthquake?"

I shook my head. "Couldn't be. Look at the water."

The water in the pool was practically still, despite the ground shaking. The vibrations I felt seemed too localized, to tactful, to be an earthquake.

Gwwwahhhhhhhhhh!

My head turned on a swivel the moment I felt dirt and rock rain down on me. From the top end of the pool, something shot up from beneath the ground, scattering debris everywhere. I covered my eyes to block the dirt, but my ears were then filled by another growl that filled the night sky.

"Run!"

Carlos took off running on the far side, looking back over his shoulder. A monstrous mutant, something like a giant worm, danced sickly as it wiggled overhead. With blinding quickness, it used its large body to plow its way down towards me.

I took three giant leaps back, barely avoiding it. My guess was that this thing was about thirty feet long, ten feet wide, and smelled like meat left out in the sun too long. As I was literally face to face with the monster, it opened its mouth, a cavern of jagged teeth everywhere. Strips of flesh hung from them, giving its breath enough power to be considered a biological weapon on its own. Its size alone was going to make this more difficult.

With another roar, the worm burrowed itself underground, ripping it up as it tried to trap me. I quickly ran to join Carlos, who had his M4 aiming at nothing in particular, waiting for me to get clear.

Ripping through the earth like a shark in water, the giant worm cut me off as I made it halfway to Carlos' position. Despite its enormous size, it was impossibly fast.

"Carlos, run!"

I watched his eyes bulge wide, as if what I said was crazy. "I'm not leaving you!"

Another gigantic dive ensued, knocking me to the ground. As I tried to stand up, the entire ground around me collapsed into a giant hole. I fell in, almost smothered to death by the mounds of dirt piling up on me. Looking up, the depth of the hole had to be at least twenty feet high. There was no way I was going to climb out of here.

I was surprised that I didn't lose any of my weapons in the avalanche. Time was running out, and I still had to get past this putrid mutant. The smell down here was godawful. Probably feeding on the corpses from the cemetery, the worm had made it its own personal shitter as well.

The moon was out, but the cast of the giant worm blocked it. For that moment in time, I was cast in near total darkness. The sound of running water caught my attention. Behind me was a pipe, running off into the hole as it had gotten snapped from the mudslide. Just above it was the mesh from the fence. If I could just reach it somehow, I could climb out.

The worm slammed its meaty carcass about ten feet away, throwing up dirt as it sprouted its eyeless head again.

That was when I saw my ticket out of here.

Just above its head were the street lamps, shining down into the hole from an angle. If I could manage to shoot them down, the current should fry this thing into a pulp. Pressing the palms of my hands against my knees, I forced myself up, trudging through the dirt on my way to the pipe. I knew I'd have to jump to have a chance.

The worm was gaining on me as I tried to make a run for it. These boots weren't made for this type of terrain, and one false step was all it was going to take for me to become its next meal.

I reached the pipe, but not before looking back over my shoulder once more. Dirt and rock were sent flying into the air as the worm made its way to me. Using the pipe, I boosted myself up, jumping up for the mesh. As soon as I grabbed it, pain shot through my hand as one of the wires dug right through my fingers.

Nonetheless, I refused to let go.

I was so glad that I never passed up a trip to the gun range with Barry. It was there that I learned to shoot as well as I did, but also where I learned to shoot with my off hand. On this night, it was my only option.

Glad that I had fully reloaded the M9, I used my left hand to cross over my body, and grab it from my boot. Taking aim at the lamps, I fired.

Blam! Blam! Blam! Blam! Blam!

It took five shots, but the nearest lamp teetered over, crashing into the other one as they both spiraled down into the pit. Sparks raged wildly from the bases of the lamps once they touched the murky water. The giant worm had current running through its meaty body, trapping it in the dirt with no way to buffer it.

The smell of its burning hide hit me waves, almost causing me to let go of the mesh as the worm collapsed down below. I felt my grip wavering. My hand hurt bad. I dropped down from the mesh, but a powerful grip caught me by the wrist, and pulled me up. Carlos looked at me with a worried expression on his face as he tenderly rubbed the side of my arms. "You're something else, Jill. You showed that shit eater who's boss."

I smiled back weakly. "No sweat."

The pit in the ground had to be fifty feet wide, thanks to our slimy, disgusting friend. Just beyond it though was the bridge that would lead us to the water treatment plant. It stared back at me as if calling me somehow. Looking down at my bleeding hand, I ignored the pain and jogged towards it, Carlos padding lightly behind me.

The bridge was a wiry configuration of wood and rope, each step making it sway side to side. Carlos took the point and I hugged closely behind. The faint lights from the facility were just up ahead, beckoning me like a lighthouse at sea. I felt the bridge sway some more as we got to the middle of it, both of us holding the ropes which held it up as we went across.

"S.T.A.R.S.!"

_Oh crap!_

I turned around and there it was. The Nemesis, its tentacles sprouting everywhere. By the look on its face, it was pissed. Carlos must have caught the fear in my eyes once he grabbed my wrist to pull me along.

"Jill, come on!"

The Nemesis plodded its heavy frame from the outskirts of the park to the bridge in the same time it would take me to blink. Its colossal weight forced the bridge to moan in distress, the ropes snapping.

"S.T.A.R.S.!"

Another powerful roar and the Nemesis was right on us. I tried to move, but the bridge was too unsteady. Looking down below, the powerful smell of sewage and other wastes perforated their way up, making me feel weaker than I already was.

"Get back!" Carlos stepped in front of me, firing his M4 into the face of the Nemesis. The monster tried to shield its eyes, swinging blindly at nothing. Carlos than rushed the Nemesis, tackling the giant with his shoulder, sending it over the bridge.

Before Carlos had a chance to recover, one of its tentacles swooshed up, wrapping around Carlos' neck. He instantly dropped his weapon as he tried to get his hand in between the coil and his neck, but the Nemesis' weight pulled him over.

"Carlos!" I ran over trying to grab him, but my aching hands grasped nothng but air.

"Ahhhhhhh!"

Carlos' voice faded into the dark abyss below.

I tried to save him, but in the end, I ended up failing Carlos like I had done this city.

_I'm so sorry, Carlos…_

**Chapter Twenty-One**

I felt sick to my stomach.

A big part of me didn't want to even go on. After everything Carlos sacrificed for me, I failed to save him. As I made my way inside of the water treatment plant, I doubled over on the floor, feeling weak. If the Nemesis found me now, I didn't know how much fight I'd have left.

Still, I couldn't get Carlos out of my head.

_Why'd you have to go all linebacker on me? We could have just ran away…_

The silence of the facility did nothing to make me feel safe. The horrid smell of death was strong here, too. I got back on my feet, putting aside the futility of my self-pity.

Carlos wouldn't want me to let his life end in vain…

I had to find a way to the heliport to get the hell out of here. It was just a matter of time.

The further I went into the facility, the stronger the smell became. My stomach had become so upset that I threw up several times. I felt so utterly weak, but deep inside of me, I knew I didn't want to die here. Carlos wouldn't allow it.

The entire facility was only two stories high, but was expansive. The entire second floor was home to a maze that I couldn't even begin to figure out. After about forty minutes of searching, I was getting ready to lose hope. So many doors were electronically locked, and I had no idea where to find the key card. However, there was only one door I needed to get through. The CONTROL ROOM on the second floor was assuredly my way out. When I investigated this place a few weeks ago, the exit towards the back of the facility went through the northeast sector of the building, which could only be accessed through the control room.

Adding to my frustration was that I had come across Hunters, too. I _really_ hated those things. Umbrella created them like test tube soldiers, dispatching them wherever the need arose. The facility was nothing but a barren lot of Undead and mutants. Umbrella really outdid themselves this time.

Ammo was starting to run low. Running into the Hunters was unexpected. By the time I reached the lower level of the facility, I realized the smell was coming from here. The leaking steam pipes only added to the discomfort. There was a heavy door with a giant biohazard sign on it. It was locked with a valve handle. As much as I didn't want to be faced with the smell, I needed to see if I could find something I could use to help me get out.

Blam!

A shot rang out, barely missing my head. I immediately ducked for cover. There was a lot of steam coming from the pipes, but I knew who it was.

The bastard had found me.

"Hasn't your mother ever taught you only cowards shoot from behind?"

A snide laugh knifed through the steam clouds. "I underestimated you, Jill Valentine. You've proven to be more resilient than I anticipated. But now, your time has run its course. This little game is over!"

"That's where you're wrong, Nicholai! This isn't a game! You've been taking the lives of others! And for what? Money?"

"Your feeble mind could not possibly understand," he said, firing a shot blindly in my direction.

"Then help me to understand. I'll sleep better knowing that I gave you a chance to explain yourself before I killed you!"

He laughed again, more maniacally this time. "My orders were simply to collect the data, as you already know. Command had briefed the Watchdogs on the severity of the situation, but even they could not predict how badly things had gotten here, so I decided to name my own price for my services to them."

"By killing off the others and collecting their data, right?"

"Sharp girl, I see," he snickered. "Frankly, it was an easy decision to make. Their meaningless lives in exchange for enough money for me to retire."

_Carlos' life wasn't meaningless!_

I fired two rounds into the steam, then ducked back, hoping to see the muzzle flash of his return fire, but he didn't shoot back.

Instead, I heard a scream, followed by-

"S.T.A.R.S.!"

_Doesn't that thing ever give up!?_

I didn't have time to think about what happened to Nicholai, but the Nemesis was closing in fast. The smell of its burnt flesh overtook the stench of death. I needed to get that valve handle open. Gripping it with all the strength I had left, I pushed myself to open it as fast as I could when I heard the heavy steps of the Nemesis approaching.

_Come on, Jill! Hurry!_

With the Nemesis practically breathing down my back, I finally released the lock and swung the door open. I slammed it shut, hoping to buy some time. As I stepped into the new room, I felt time freeze.

Bodies.

Hundreds of bodies, piled on top of each other in such unceremonious fashion that I had no thought to ground with what I witnessed. The researchers and staff, all dead and tossed in here like garbage, was more than enough to make me gag.

The Nemesis forced the door open, clamoring its way inside. I ran to hide somewhere, but noticed that the floor echoed when I walked on it. It must have been hollow. Or maybe it was a giant trap door. Further scans of the room revealed it to be surrounded by a foul red liquid, which already was loaded with dozens of bodies, some of them the infected, the others, various B.O.W.s..

I shouldn't have been surprised, but I was. This place was certainly no water treatment plant. It was a disposal site for failed experiments. Apparently, this place had reached its limit. The Nemesis was still approaching. As it rattled its heavy feet on the floor, something fell out of the lab coat of one of the dead researchers.

It's a key card!

The trick now was getting around the Nemesis to grab it, and get the fuck out of dodge. I searched around looking for anything to help. The Nemesis had me cornered, but it was in no rush. The fall off the bridge must have really weakened it, since it was walking with a noticeable limp. Its tattered and charred body had endured a lot of punishment, but I'd put it down for good if I only knew how.

I backed up, my thighs nudging against the cold clammy body of a researcher. I stifled the urge to cringe when I spotted levers at each corner of the room. The levers seemed to control some kind of locking mechanism. Quickly drawing the M9, I fired a shot at the closest one. The floor rumbled slightly beneath me.

At that moment, I couldn't help but smile…

**Chapter Twenty-Two**

I had my escape plan mapped out. By luring the Nemesis away from the exit, I would collapse the floor, sending it down into the depths of hell with the rest of damned in here when I released the final lever.

I already shot three, with one to go, lucky to avoid the Nemesis when it took wild swings at me. It was definitely weakened. For whatever reason, I reveled in that notion. My adrenaline started pumping, giving me the strength to finish this uncanny monster, once and for all.

I positioned myself in the middle of the room, waiting for the Nemesis to charge at me again. When it got its head start, I charged right at, sliding underneath its massive legs, shooting out the last lever. The Nemesis was slow to react to the floor giving way. I quickly grabbed the lip of the floor, pulling myself up as the Nemesis grabbed at nothing, falling into the red hell below. Unbeknownst to the gigantic monster, I had managed to nab the key card off the floor during my slide. The Nemesis proved to be intelligent, and I didn't want to leave my only ticket out of here up to chance.

Making my way back into the steamy hallway, there was no sign of Nicholai. I didn't see how he could have escaped the Nemesis, but Nicholai was like a fucking magician the way he had a knack for disappearing and reappearing.

I ran back upstairs, quickly dispatching another Hunter that got in my way. The silence of the halls made my radio signal chime to life as I came up on the door that I figured led to the heliport. I snatched the radio, not knowing who to expect on the other end.

_"Jill, it's Carlos. Do you read me, over?"_

My eyes opened up wide as my legs paused. Carlos was alive! I quickly hit the button. "Carlos, you son of a bitch! I thought you were dead! I should kill you!"

I could hear the crack of his smile as he responded. _"Why? Did you miss me or something?"_

"You'd like that, wouldn't you?"

_"I think I'm wearing you down, Jill Valentine."_

There was that tingle between my shoulder blades again…

"_Jill, listen,"_ Carlos' voice had suddenly become serious._ "I've got some bad news, and some worse news."_

Shit...now was not the time for this…

"What's the problem?"

_"The bad news is that I had just received a radio transmission from a secure Umbrella frequency, saying that Raccoon City was going to be sterilized at dawn."_

_Sterilized?_ I looked down at my watch. It was eight minutes past five. That gave us roughly a half hour.

"This is not good at all," I said, the adrenaline in me dissipating. "What's the worse news?"

Carlos sighed. _"I got to the heliport, but there's no helicopter here. The last one had just taken off before I arrived."_

I gritted my teeth. "Nicholai…"

_"Now what do we do?"_ Carlos was panicked. Understandably so.

"The only thing we can do. Head towards the back gate, past the storage locker. If you can find a car in working order, hot wire it, and pick me up at the gate."

There was a momentary silence that filled the air between us. _"Just make sure you hurry your ass up!"_

"That goes double for you!"

Carlos lightly chuckled. Proper radio protocol was absent, but who really gave a shit? We just needed to get out of the city before we got blown to hell with it.

Hooking the radio to the waistband of my skirt, I rushed towards the control room. The rusty metal grate volleyed into the ceiling once I slid the keycard through. I went inside of the control room, state-of-the-art radio equipment staring back at me. I walked over to station with the red light that blipped like an electronic heartbeat. On it was a radar screen, with something that looked looked like a missile, heading towards the glowing yellow mark in the middle.

The glowing yellow mark was Raccoon City…

Time was reaching a critical stage. I had just hoped Carlos was hustling his ass off to get us a car. Even if we were cutting it close, a fast enough car, at the very least, could get us through the initial blast wave.

On the floor was a grate that led down to the lower part of the northeast sector. Going through was my way out.

_"Muhahaha, foolish girl…"_

My back stiffened as I looked up and around. Nicholai's voice felt so close, he could have kissed me on the back of my neck. Right next to the radar was a radio receiver, where his ominous laugh continued to filter through.

"Nicholai!" I said as I grabbed the receiver.

_"Haha, I see you've managed to escape the Tyrant seeker, but what will you do to escape nuclear fire?"_ His voice brimmed on the edge of sardonic crudeness. _"While you're busy burning with the rest of that dead city, I'll be making the sales pitch of a lifetime to Umbrella!"_

"You won't get away with this!"

_"And who exactly is going to stop me? You? Oliveira? Ha, don't make me laugh!"_

"I will escape, and after I do, I'm coming for you. Mark my word!"

_"Spoken like a true woman,"_ he said snidely. _"Even in the face of imminent death, you continue making idle threats."_

"I don't make threats. I will find you, Nicholai!"

There was no response. Nothing but static on the other end. Nicholai was probably more than clear of nuclear fire, taunting me as he made his escape.

I didn't have anymore time to waste on Nicholai right now. I opened the hatch and dropped down below.

The lower level was as dark as it was dangerous. The place was crawling with Hunters. With little ammo left, it was in my best interest to avoid them. However, I still needed to get through the sector to reach the exit. The little light down here would be my ticket out, if I could just manage to sneak pass the Hunters without alerting them to my presence. Tightening my grip on the M9, I padded lightly along the walls. The Hunters looked to have been feeding. When I got a closer look at what they were eating, I couldn't tell what it was. I just hoped that it wasn't human.

"ATTENTION! ATTENTION! ALL PERSONNEL...PLEASE BE ADVISED THAT THE RACCOON CITY PROJECT HAS BEEN TERMINATED. AT FIRST LIGHT, MISSILES WILL LAUNCHED. ALL PERSONNEL MUST EVACUATE OUT OF THE BLAST ZONE. THIS MESSAGE WILL REPEAT AGAIN IN FIVE MINUTES."

Shit!

Stealing another glance at my watch, nine minutes had passed, and I still hadn't exited the Hunter's lair. Just a few feet from the door, I swallowed hard, and pumped my legs towards, hoping to barrel out before they would realize I was here.

Reaching the door, it creaked when I turned the handle. The door was heavier than I thought, and took some effort to get open. The shrieks of the Hunters was close behind, and I will myself to get through. The Hunters were so close, I detected the fetid smell of blood and rot get closer.

As I crossed the threshold, two Hunters launched themselves into the air, but I was able to close the door. Their monstrous claws sank through the thick metal of the door, but by the time they got through, I'd be too far ahead.

Ignoring their persistent attempts at getting through, I performed a quick one eighty, and jetted down the corridor. Another set of double doors were right up ahead. I pushed through them, and stuck the solid steel bar I found behind the doors, between the handles. Buying me enough time to escape the Hunters, I turned to observe the room.

Much like upstairs, there were dozens of bodies all over. Amongst them was what looked like a Tyrant. I hadn't seen this model before, but it looked to be along the same lines as the Nemesis, only that it was more human in its appearance. A heavy looking trench coat, gigantic metal boots and gloves made this thing look an oversized assassin.

I just hoped this thing stayed dead…

On the other side of the room was something that caught my attention. Straight out of a science fiction geek comic, I walked over to something that only Richard could begin to explain to me. He was really into that kind of stuff. On the side of it was Umbrella's logo and RAIL GUN PROTOTYPE-XM930 painted on the side of it.

By my estimation, it had to be some kind of giant laser weapon. Next to it was a giant battery. Beneath the battery were grooves in the ground, like tracks, that directed the battery into the port for the rail gun. On the other side of the wall of bodies were two more just like it.

_This thing sure uses a lot of juice…_

The ventilation shaft above suddenly rocked. The sound of something slithering its way through became louder with each advancement. I stepped back, waiting for whatever it was to appear. Out of the ventilation hole, a giant heap of gnarled flesh poured out, hitting the floor with an unsettling plop.

As the flesh heap hit landed on the floor, tentacles started flaring in all directions…

The Nemesis was still alive…

Reduced to nothing more than a raw meat bag, the fearsome Nemesis had been completely overtaken by the t-Virus, mutating into something unrecognizable. It's movements were slow, but that didn't mean it was any less dangerous. I wasn't sure what it was capable of in this form, but I didn't want to find out, either.

Then the thought occurred to me…

Taking a long stare at the batteries on the other side of the room, I set the bag of weapons down, and took off running towards them. The Nemesis was too slow to really be a threat from its location. I reached the battery with the big red ONE on it, and pushed it into the slot. After a click, the rail gun hummed, but was still largely underpowered.

I then pushed the TWO battery into its slot, yielding the same results. I turned around to head back to the rail gun, but the Nemesis had slithered its way far enough to cut me off. It had already passed the strike zone of the rail gun, so I would have to lure it back somehow.

Between the mountain of bodies was a small enough gap for me to fit through. Holding my breath, I narrowly squeezed through, cringing at the feel of dead fingers rubbing against my legs and arms. After coming out on the other side, I could hear the muted gargles of the Nemesis. The slushy sounds of its movement determined that it was coming back this way. All I needed to do was get it close enough to me where I could slip through the gap again, and push in the last battery.

From around the corner of dead bodies, the Nemesis slithered its way across the corpse of the Tyrant I saw earlier. Its hide melted away the Tyrant, leaving nothing but a sizzling pool of ravaged flesh.

_Just a little closer, you freak…_

The wailing tentacles were snapping and hitting everything in sight. Bodies were being tossed about the room as the Nemesis tried to close in on me. Once it was about seven feet in front, I slipped back through the gap, reemerging on the other side. Battery THREE stared at me with its bold green font as I ran up on it and pushed it into its slot. This battery was harder to push than the other two, but when I heard the Nemesis rounding the corner again, I willed every muscle in my arms and legs to cooperate.

"BATTERIES ONE, TWO, AND THREE HAVE BEEN SYNCHRONIZED. RAIL GUN ACTIVATED. INITIATING FIRE MODE."

The dull, computerized voice of the rail gun sounded oddly pleasant. I mounted the stand of the rail gun, and turned it to face the Nemesis. The handles of the gun were lined up with a digital set of crosshairs on a screen, and the Nemesis was right in the middle.

_Got you dead to rights now, big boy…_

I pulled back both triggers and in that instant, the air in room felt charged with heat and electricity. A wave of bluish white light shot out from the rail gun, hitting the Nemesis dead center.

The Nemesis wailed and flailed its ever growing mass of tentacles, but the rail gun, at the very least, eviscerated the Nemesis into nothing more than a small mass of charred, foul smelling meat.

I stepped down from the rail gun, watching the Nemesis refuse to go away. Whatever was left of it was still trying to fight. I narrowed my eyes at the disturbing sight as I drew the .357 from the bag. Up until now, I had been saving it as a last resort, but it only seem fitting now to put this fucking beast to rest.

"You want S.T.A.R.S.!? I'll give you S.T.A.R.S., you bastard!"

I squeezed the trigger until I emptied out every chamber of the revolver into the Nemesis. After the sixth and final shot, the Nemesis withered away into nothing, finally going down for good.

I felt a wave of relief come over me, putting that monster down. I couldn't allow myself to become to relaxed now. I still had to meet Carlos.

I just prayed he was still alive…

**Chapter Twenty-Three**

The air outside was chilly. Goosebumps raced up and down my arms as I searched the grounds for Carlos. I saw no sign of him, and I felt dread weigh me down. The northeast exit was nothing but a mile long dirt road, and I didn't see anything coming up the road at all. Looking at my watch, it was five forty-two. I clenched my hands into tight fists, cursing my luck. So close, yet so far away.

I was doomed to die here, after all…

My quest to fight Umbrella and put an end to bio-terrorism would end here, in the most anticlimactic of ways.

The dirt around my feet started to kick up. Swirls of wind were taking the loose debris and garbage away to nowhere. I blocked my eyes to keep the dust out, but I soon thought that it was all for nought. Why bother saving my eyes when I was going to die anyway?

The gusts of wind were getting more forceful. The odd thing was that it felt as if the powerful blast of wind was coming directly from up above…

"Jill!"

My eyes opened wide. That was Carlos' voice. I could hear him, but his voice seemed far away.

"Jill! Up here!"

Up here?

I looked up in the sky and was almost blown away by the stealth chopper hanging above me. So utterly lost in my own self plight, I hadn't realized the helicopter was hovering there. I readily saw Carlos' handsome face looking down at me as he reached behind him, and tossed something down.

It was a rope ladder.

"Jill! Climb up!"

I shook my head, feeling that it was all too good to be true. Where did Carlos find a chopper? Why didn't he radio me? Questions were racing through my head, but I could wait for the answers. I quickly grabbed the ladder and pulled myself up.

I almost lost my grip when I felt the helicopter rise up into the sky even more. The metal bird was definitely military grade, but there were no discernible markings. A winch pulled me up the rest of the way as the chopper pulled away. Carlos reached down, an expectant, warm smile on his face, to help me up.

"Got you," he said, pulling me into his body. We suddenly picked up speed and I fell right into his chest. The rigid feel of his muscles beneath my hands made me smile, but knowing that we were leaving Raccoon City was truly elating.

"My knight in shining armor has come to my rescue," I said, kissing Carlos on the lips.

He was totally caught off guard by my forwardness, but I didn't really give a shit. I was damned happy to see him.

A sudden cough fired from behind Carlos. I was so caught up with him, it didn't dawn on me that he wasn't flying the dam thing. Looking over his shoulder, a familiar face stared back at me, smiling.

I smiled back, wondering to myself if this was all just a test. "For some reason, I'm not at all surprised to see you here."

Lieutenant Keven Marshall maintained his grip on the overhead handlebar, flexing his taut muscles. "I'm glad to see you too, Valentine."

"I've got to ask," I said, smiling smugly. "Who are you? Really…"

"Who I am isn't really that important right now. All that matters is that I'm on your side."

"I guess I'll accept that...for now."

Marshall smiled again. "You did real good out there."

"How did you know where to find us?" I asked.

"I was following the Russian mercenary. He led me to your location."

I lowered my head, thinking back at Nicholai. "You'll be disappointed to know that he got away."

"No worries, Valentine. I have everything under control. Trust me."

There was a frightening resolution in his voice. Under the circumstance, I was glad he was on our side.

Marshall patted me on the shoulder, got up to walk towards the cockpit. I couldn't really get a good look at the pilot, but he seemed to be a big guy like Marshall, wearing a red beret on his head.

Once Marshall disappeared, I felt Carlos' hand gently brush my cheek. I turned to face him, a warm look in his eyes. "What took you so long?" he said. "You had me worried."

"I had to put my stalker down for good," I said with an awkward laugh. "He really wasn't trying to take no for an answer."

Carlos laughed a little, but his eyes stayed locked into mine. Before I could react, he pressed his lips against mine, holding me against his chest. I felt as if the tension of my body melted away with that one kiss. "I wasn't leaving that place without you, even if it meant I had to die."

His words hung there. I truly admired his loyalty towards me. Just a few days ago, he was someone I couldn't trust, but over that time, I'd lay down my life to protect him. Dire circumstances really did bring the best and worst of people. I was happy I got to see the _real_ Carlos.

"I'm happy you didn't have to make that sacrifice." I eased my fingers in between his as he held me close. The morning sun was peeking around the overcast above. In the distance, I spotted four objects streaking through the sky, coming from the opposite direction.

The end of Raccoon was near…

Racing past us were four missiles, targeting my home town. Being more than twenty miles out of time gave me time to put things into perspective. For all the grief that Umbrella had put me through, perhaps they were doing me a favor. With Raccoon City gone, I had more than enough incentive to keep the fight going.

I would not rest until I pulled the plug on their operations for good…

**Chapter Twenty-Four**

"We have received official word that Raccoon City has been effectively sterilized, by orders of the United States government. There has been no comment on the part of President Johnson on the matter as of yet, but there is speculation that the missile bombing that destroyed the once proud Midwestern city, was a cover up for something that the government was either directly or indirectly involved. We aim to keep you updated on the situation. Once again, our condolences go out to the families who'd lost loved ones in Raccoon City. May God be with them and you. This is Kristina White, and your are watching CMSN News."

I muted the TV and tossed the remote at the foot of the bed. For the past few days, the reports had all been the same. No one knew anything about anything. I felt outward pressure to go down to the press and make a statement regarding what happened, but Marshall warned me against so. He was keeping much of the information close to the vest, not telling me too much.

I rolled over in the bed, looking over at Carlos' sleeping form. His face was rugged and he was in bad need of a shave, but I enjoyed the look on him. After everything he had done for me, the last thing I needed to do was fuss about it.

Marshall holed us up in a government building that looked a lot like a high security hotel. There were armed guards everywhere, as well as cameras. We were fortunate enough to be friends of Marshall, who happened to be a top end federal agent. Even after learning that much, my former Lieutenant was still an enigma to me.

Carlos turned in his sleep, wrapping his muscular arms around me. He whispered some Spanish gibberish in my ears, but all I could do was laugh because he did that a lot when he slept.

"Anything new on the tube?" he unintelligibly mumbled.

"Nope."

He sighed. "So how much longer is Marshall going to keep us here? I feel like a prisoner."

"However long it takes until it's time for us to head out," I replied, stroking his hair. "Besides, what's the rush?"

His eyes were closed, but he still smiled. "This is all fun and dandy, but we still have work to do."

"You're right...but before we get back to work, I want to play with you some more."

I rolled Carlos over on his back, pelting him with light kisses on his chest and neck.

"Jesus, Jill! You sure know how to threaten a guy with a good time!"

I softly chuckled. "You haven't seen anything yet…"

Nicholai had gotten away scott free. After killing off the other supervisors of Project Watchdog, and collecting the samples of their combat data, he knew he could make a solid killing in Umbrella's pockets as well. Having made arrangements to meet with the corporate heads at an undisclosed location, Nicholai had been ready for this moment from the time he first decided to take the Raccoon City mission on.

He understood perfectly clear that he was going to have to make plenty of sacrifices in order to achieve his goal. The Undead and the mutants were of no concern to him. He was aptly prepared for them. The Tyrant seeker was another story. Still sporting a nasty bruise over his eye, he did nothing to cover it up as he was hell bent on collecting his money.

The time has come for me to reap my rewards, he thought to himself as he ventured into an abandoned building. Like many of Umbrella's private facilities, the old steel mill was given the appearance of being a waste of real estate on the outside, but underneath it all was one of Umbrella's secret offices.

After leaving Jill Valentine and Carlos Oliveira to burn in Raccoon City, he felt good about starting anew. Patching in with headquarters after escaping, he was given the steel mill as the place to proceed with his long awaited transaction.

Stepping out of the elevator, Nicholai head towards the main office, which was disguised as a women's bathroom.

Going in, he closed the door behind him, and turned the cold water faucet on the middle sink. After ten seconds, a partition in the wall opened up, revealing a new room. He swiftly stepped inside.

Blanketed by darkness, he walked down the long corridor that led to the meeting room. He felt himself getting anxious, thinking about the many ways he would proposition himself to Umbrella for his years of service.

Opening the door at the end of the corridor, Nicholai walked into a well furnished conference room. Cedar wood table, finely polished, outlined by a dozen leather chairs. He took in the smell of the room, fixated on the one chair that wasn't facing him.

"I see you're a prompt man, Mr. Ginovaev. I like that."

Nicholai looked around the room again, expecting there to be more than one corporate head.

"Please, have a seat," the unseen figure said.

Nicholai sat down in the seat directly opposite the chair whose occupant he couldn't see. "It's good that we can finally come to finalize our arrangement," he said.

"Very well, indeed." The chair turned, revealing a man in his early fifties. Solidly built, much like Nicholai, he chewed absently on an unlit cigar, staring back at Nicholai with piercing brown eyes. His finely tailored suit fit snugly on his frame, making him appear younger than his face would dictate. "So, Mr. Ginovaev, are you ready to make your pitch?"

Nicholai laid back, smiling confidently. "Before I make any deals, I need to know who I am speaking with."

A confident smile was returned. "I am David Walsh, chairman of Umbrella's Northeastern division."

"Do you always operate alone?"

David bit down on the cigar. "I firmly believe that the best business deals come when there is no interference from third parties. In this case, no gawking and judging eyes to sway anyone."

Nicholai nodded his head in agreement. "That is most assuring."

"And how do I know you're the real Nicholai Ginovaev?"

The question incensed him, internally. He saved face by giving David an awkward smile. "I have all of the combat data, all the passwords to every member of Operation Watchdog's files, and the transcriptions from our briefing, recorded by me via computer."

David smiled accordingly. "Tech savvy, I see," he said with a broad stroke of the chin. "Fine then. Shall we get down to business?"

"While I'm still young."

From inside of his coat pocket, Nicholai pulled out a small laptop computer, laying it out on the table. David stared at it expectantly.

"All of the manuscripts and report transmissions are on file, too?"

Nicholai nodded. "Everything is here. Now, what about your end of the deal?"

David smiled again. From beneath his seat, he brandished a large, metal briefcase. Nicholai knew it was heavy, but David placed it on the table with no effort. Unbuckling the locks, he lifted the lid, revealing a seemingly never ending stacks of crisp bills.

"One hundred million dollars, just as we agreed."

Nicholai's eyes lit up. He slid the laptop across the table as David skimmed the briefcase. The weight caught Nicholai by surprise, but he knew with that type of money, retirement was going to be sweet.

Snap!

Snap!

Nicholai couldn't budge. Metallic restraints emerged from hidden compartments in the seats, tightly fastening his wrists and ankles. "What? What is the meaning of this!?" Nicholai said, enraged.

David said nothing as he strolled over to Nicholai, recollecting the briefcase. He smiled sardonically as he looked down at Nicholai. "Looks like our deal is done."

"You think you can do this to me!?"

"I got what I came for, and so did you."

Before Nicholai could bellow a retort, David reached for his own face, pulling at his flesh. With a sickening twist, he effectively pulled off his own face, dangling it in front of Nicholai's eyes.

The Russian mercenary's eyes widened in horror. He never bothered to look at the face that was taken off, only the one that remained beneath. A face eerily familiar.

"Y..y...you!"

Nicholai's grey eyes stared wildly in that of Keven Marshall. He looked down at Nicholai with a smirk so incensing, Nicholai seethed in his restraints. "You seemed surprised to see me, Nicholai. You didn't really think you were going to get away, did you?"

"But...but how?"

Marshall smirked. "David Walsh has been dead for weeks. The easiest way to get what I needed from you was to make you think that you outsmarted me."

"This isn't over! When I get out of here, I'll find you and kill you!"

Marshall shook his head. "I don't think so."

He then pulled his signature Desert Eagle from the holster inside of his suit jacket.

"Now what? You're going to kill me?" Nicholai said coolly.

"Kill you?" Marshall answered with a dry laugh. "And give you the easy way out? What fun would that be?"

Blam!

Blam!

Nicholai wailed in a pain so ferocious, his lungs could have collapsed. Marshall slipped his hand past Nicholai, and pressed a button underneath the table. A timer with five minutes and counting emerged. He then looked back at Nicholai.

".50 caliber rounds to the knees hurt like a bitch, don't they?" he said as he grabbed Nicholai's arm. With a sharp twist, he snapped Nicholai's arm, right below the elbow. "Compound fractures hurt more."

With pain sheering through him like a hot knife, Nicholai felt his consciousness fading, but Marshall grabbed him by the chin. "You see that timer there? In about four minutes, two B.O.W.s will be released into this room, unless you can find a way to stop the timer. Good luck."

Marshall grabbed the money, but left the laptop on the desk. Nicholai steeled his will to glance over at Marshall. "You son of a bitch!"

"A son of a bitch with two legs," he replied with a smug smile. Marshall then left the room.

After the door was locked, the restraints were released, and Nicholai fell to the floor. His knees had been broken into fragments by the magnum rounds. Unable to stand, he crawled over to his seat, trying to prop himself up. Even with one good arm, Nicholai found a way to get back up, and get his hand on the timer. With only a minute left, time was of the essence. As he frantically pushed buttons on the timer, the ceiling opened up, prematurely releasing two Hunters into the room.

"That fucking prick!" Nicholai shouted as he tried to reach for his SIG 9mm, but his efforts were stymied by the claws of the Hunters, tearing into his flesh. Within minutes, his screams fell upon the deaf ears of Umbrella's favorite killers.

After Nicholai met his end, the door opened up and Marshall walked in. Without wasting a single motion, he obliterated the two Hunters with well placed shots from the Desert Eagle before they could strike. Their heads exploded like melons after receiving a .50 caliber round.

Walking over Nicholai's body, he stooped down to observe what was left of it. Satisfied, Marshall reached into his pocket and pulled out a cell phone. After hearing a few rings, a woman on the other end answered.

_"Is it done?"_

"Yes. The combat data has been retrieved. I'll destroy it along with the rest of the facility."

_"And Nicholai?"_

Marshall took another look over his shoulder at Nicholai's remains. "Well, I'll leave you the honor of informing command that Nicholai Ginovaev has been forcibly retired."

AUTHOR'S NOTE: THE NEMESIS STORY ARC WAS OF GREAT INTEREST TO ME, AND TRIED VERY HARD TO ELIMINATE SOME OF THE CUT AND DRY DIALOGUE THAT PLAGUED THE EARLIER RESIDENT EVIL GAMES. I FEEL SATISFIED WITH HOW THIS RETELLING CAME OUT. IF YOU ANY REQUESTS FOR FUTURE WORKS, FEEL FREE TO MESSAGE ME. PLEASE LEAVE COMMENTS!


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